FNB 10-Q Quarterly Report Sept. 30, 2025

FNB CORP/PA/

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fnb-20250930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the quarterly period ended September 30, 2025


☐			Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the transition period from to

Commission file number 001-31940

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)


Pennsylvania						25-1255406
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

626 Washington Place,

Pittsburgh,

15219

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 800 - 555-5455

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

Common Stock, par value $0.01 per share

FNB

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, the registrant had 358,136,583 shares of common stock outstanding.

F.N.B. CORPORATION

FORM 10-Q

September 30, 2025

INDEX


		PAGE
PART I – FINANCIAL INFORMATION

	Glossary of Acronyms and Terms	4

Item 1.	Financial Statements

	Consolidated Balance Sheets	5
	Consolidated Statements of Income	6
	Consolidated Statements of Comprehensive Income (Loss)	7
	Consolidated Statements of Changes in Shareholders’ Equity	8
	Consolidated Statements of Cash Flows	10
	Notes to Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	59

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	99

Item 4.	Controls and Procedures	99

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	100

Item 1A.	Risk Factors	100

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	100

Item 3.	Defaults Upon Senior Securities	100

Item 4.	Mine Safety Disclosures	100

Item 5.	Other Information	101

Item 6.	Exhibits	101

Signatures		102

Glossary of Acronyms and Terms

Acronym

Description

Acronym

Description

ACL

Allowance for credit losses

FNTC

First National Trust Company

AFS

Available for sale

FOMC

Federal Open Market Committee

ALCO

Asset/Liability Committee

FRB

Board of Governors of the Federal Reserve

System

AOCI

Accumulated other comprehensive income

FTE

Fully taxable equivalent

ASU

Accounting Standards Update

GAAP

U.S. generally accepted accounting principles

AULC

Allowance for unfunded loan commitments

GSE

Government-sponsored enterprises

BOLI

Bank owned life insurance

HTM

Held to maturity

CECL

Current expected credit losses

LGD

Loss given default

CET1

Common equity tier 1

LIHTC

Various partnerships of affordable housing

CFPB

Consumer Financial Protection Bureau

MBS

Mortgage-backed securities

CMO

Collateralized mortgage obligations

MD&A

Management's Discussion and Analysis of

Financial Condition and Results of Operations

DOJ

U.S. Department of Justice

MSRs

Mortgage servicing rights

ERM

Framework

Enterprise-wide risk management framework

OREO

Other real estate owned

EVE

Economic value of equity

Report

Quarterly Report on Form 10-Q

FASB

Financial Accounting Standards Board

R&S

Reasonable and Supportable

FDIC

Federal Deposit Insurance Corporation

SBA

Small Business Administration

FHLB

Federal Home Loan Bank

SEC

Securities and Exchange Commission

FICO

Fair Isaac Corporation

SOFR

Secured Overnight Financing Rate

FNB

F.N.B. Corporation

TPS

Trust preferred securities

FNBIA

F.N.B. Investment Advisors, Inc.

U.S.

United States of America

FNBPA

First National Bank of Pennsylvania

VIE

Variable interest entity

FNIS

First National Investment Services Company, LLC

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in millions, except share and per share data)


	September 30, 2025		December 31, 2024
	(Unaudited)
Assets
Cash and due from banks	$	474	$	416
Interest-bearing deposits with banks	1,939		2,003
Cash and Cash Equivalents	2,413		2,419
Debt securities available for sale (amortized cost of $ 3,690 and $ 3,620 ; allowance for credit losses of $ 0 and $ 0 )	3,620		3,466
Debt securities held to maturity (fair value of $ 3,838 and $ 3,644 ; allowance for credit losses of $ 0 and $ 0 )	4,049		3,979
Loans held for sale (includes $ 263 and $ 214 measured at fair value (1) )	278		218
Loans and leases, net of unearned income of $ 84 and $ 106 (includes $ 78 and $ 53 measured at fair value (1) )	34,957		33,939
Allowance for credit losses on loans and leases	( 437 )		( 423 )
Net Loans and Leases	34,520		33,516
Premises and equipment, net	557		536
Goodwill	2,480		2,478
Core deposit and other intangible assets, net	40		51
Bank owned life insurance	668		660
Other assets	1,264		1,302
Total Assets	$	49,889	$	48,625
Liabilities
Deposits:
Non-interest-bearing demand	$	9,969	$	9,761
Interest-bearing demand	17,803		16,668
Savings	3,114		3,178
Certificates and other time deposits	7,555		7,500
Total Deposits	38,441		37,107
Short-term borrowings	1,905		1,256
Long-term borrowings	2,099		3,012

Other liabilities	808		948
Total Liabilities	43,253		42,323
Shareholders’ Equity
Common stock - $ 0.01 par value
Authorized – 500,000,000 shares
Issued – 375,030,534 and 375,018,433 shares	4		4
Additional paid-in capital	4,693		4,695
Retained earnings	2,218		1,952
Accumulated other comprehensive loss	( 77 )		( 169 )
Treasury stock – 16,648,594 and 15,402,776 shares at cost	( 202 )		( 180 )
Total Shareholders’ Equity	6,636		6,302
Total Liabilities and Shareholders’ Equity	$	49,889	$	48,625

(1) Amount represents loans for which we have elected the fair value option. See Note 18 .

See accompanying Notes to Consolidated Financial Statements (unaudited)

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in millions, except per share data)

Unaudited


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Interest Income
Loans and leases, including fees	$	511	$	516	$	1,492	$	1,491
Investment Securities:
Taxable	60		48		172		142
Tax-exempt	7		7		21		21

Other	18		12		53		29
Total Interest Income	596		583		1,738		1,683
Interest Expense
Deposits	188		199		555		549
Short-term borrowings	18		30		52		90
Long-term borrowings	31		31		101		86
Total Interest Expense	237		260		708		725
Net Interest Income	359		323		1,030		958
Provision for credit losses	24		23		67		57
Net Interest Income After Provision for Credit Losses	335		300		963		901
Non-Interest Income
Service charges	23		24		68		68
Interchange and card transaction fees	13		13		39		39
Trust services	12		11		36		34
Insurance commissions and fees	5		5		16		18
Securities commissions and fees	9		8		27		24
Capital markets income	8		6		20		17
Mortgage banking operations	9		5		22		20
Dividends on non-marketable equity securities	6		7		18		20
Bank owned life insurance	4		6		13		13


Other	9		4		18		12
Total Non-Interest Income	98		89		277		265
Non-Interest Expense
Salaries and employee benefits	131		126		396		376
Net occupancy	19		22		58		61
Equipment	26		24		80		72

Outside services	26		24		78		70
Marketing	5		6		15		15
FDIC insurance	7		10		24		33
Bank shares and franchise taxes	4		4		12		12


Other	25		33		73		74
Total Non-Interest Expense	243		249		736		713
Income Before Income Taxes	190		140		504		453
Income taxes	40		30		107		98
Net Income	150		110		397		355
Preferred stock dividends	—		—		—		6
Net Income Available to Common Shareholders	$	150	$	110	$	397	$	349
Earnings per Common Share
Basic	$	0.41	$	0.30	$	1.10	$	0.97
Diluted	0.41		0.30		1.09		0.96

See accompanying Notes to Consolidated Financial Statements (unaudited)

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In millions)

Unaudited


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	150	$	110	$	397	$	355
Other comprehensive income (loss):
Debt securities available for sale:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 3 , $ 21 , $ 18 and $ 18	13		73		65		62


Derivative instruments:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 0 , $ 1 , $ 3 and $( 2 )	( 1 )		6		11		( 6 )
Reclassification adjustment for gains (losses) included in net income, net of tax expense (benefit) of $ 1 , $ 3 , $ 4 and $ 7	3		9		15		24
Pension and postretirement benefit obligations:
Unrealized gains (losses) arising during the period, net of tax expense (benefit) of $ 0 , $ 0 , $ 0 and $ 0	—		1		1		1
Other Comprehensive Income (Loss)	15		89		92		81
Comprehensive Income (Loss)	$	165	$	199	$	489	$	436

See accompanying Notes to Consolidated Financial Statements (unaudited)

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Dollars in millions, except per share data)

Unaudited


	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Three Months Ended September 30, 2024
Balance at beginning of period	$	4	$	4,690	$	1,820	$	( 243 )	$	( 181 )	$	6,090
Comprehensive income (loss)					110		89				199

Dividends declared on common stock - $ 0.12 /share					( 44 )						( 44 )

Issuance of common stock	—		( 1 )		—				1		—



Restricted stock compensation			4								4


Balance at end of period	$	4	$	4,693	$	1,886	$	( 154 )	$	( 180 )	$	6,249
Three Months Ended September 30, 2025
Balance at beginning of period	$	4	$	4,691	$	2,112	$	( 92 )	$	( 191 )	$	6,524
Comprehensive income (loss)					150		15				165

Dividends declared on common stock - $ 0.12 /share					( 44 )						( 44 )
Issuance of common stock	—		—		—				1		1

Repurchase of common stock									( 12 )		( 12 )

Restricted stock compensation			2								2


Balance at end of period	$	4	$	4,693	$	2,218	$	( 77 )	$	( 202 )	$	6,636


	Preferred Stock		Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total
Nine Months Ended September 30, 2024
Balance at beginning of period	$	107	$	4	$	4,692	$	1,669	$	( 235 )	$	( 187 )	$	6,050
Comprehensive income (loss)							355		81				436

Dividends declared:
Preferred stock: $ 18.13 /share							( 2 )						( 2 )
Common stock: $ 0.36 /share							( 131 )						( 131 )
Redemption of preferred stock	( 107 )						( 4 )						( 111 )
Issuance of common stock			—		( 15 )		—				10		( 5 )

Repurchase of common stock											( 3 )		( 3 )

Restricted stock compensation					16								16

Adoption of new accounting standards							( 1 )						( 1 )
Balance at end of period	$	—	$	4	$	4,693	$	1,886	$	( 154 )	$	( 180 )	$	6,249
Nine Months Ended September 30, 2025
Balance at beginning of period	$	—	$	4	$	4,695	$	1,952	$	( 169 )	$	( 180 )	$	6,302
Comprehensive income (loss)							397		92				489

Dividends declared on common stock - $ 0.36 /share							( 131 )						( 131 )

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

Repurchase of common stock											( 32 )		( 32 )

Restricted stock compensation					15								15

Balance at end of period	$	—	$	4	$	4,693	$	2,218	$	( 77 )	$	( 202 )	$	6,636

See accompanying Notes to Consolidated Financial Statements (unaudited)

F.N.B. CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

Unaudited


	Nine Months Ended September 30,
	2025		2024
Operating Activities
Net income	$	397	$	355
Adjustments to reconcile net income to net cash flows provided by (used in) operating activities:
Depreciation, amortization and accretion	55		49
Provision for credit losses	67		57
Deferred tax expense (benefit)	17		17


Loans originated for sale	( 1,225 )		( 1,109 )
Loans sold	1,182		1,069
Net (gains) losses on sale of loans	( 12 )		( 10 )
Net change in:
Interest receivable	( 1 )		( 6 )
Interest payable	( 3 )		3
Bank owned life insurance, excluding purchases	( 7 )		3
Other, net	( 116 )		( 112 )
Net cash flows provided by (used in) operating activities	354		316
Investing Activities
Net change in loans and leases, excluding sales and transfers	( 1,073 )		( 1,857 )
Debt securities available for sale:
Purchases	( 625 )		( 864 )

Maturities/payments	560		707
Debt securities held to maturity:
Purchases	( 386 )		( 187 )

Maturities/payments	324		283


Increase in premises and equipment	( 77 )		( 91 )

Net proceeds from sales of portfolio loans	5		776

Net cash flows provided by (used in) investing activities	( 1,272 )		( 1,233 )
Financing Activities
Net change in:
Demand (non-interest-bearing and interest-bearing) and savings accounts	1,279		605
Time deposits	54		1,453
Short-term borrowings	649		( 944 )
Proceeds from issuance of long-term borrowings	529		877
Repayment of long-term borrowings	( 1,444 )		( 335 )
Redemption of preferred stock	—		( 111 )
Repurchases of common stock	( 32 )		( 3 )
Cash dividends paid:
Preferred stock	—		( 2 )
Common stock	( 131 )		( 131 )
Other, net	8		10
Net cash flows provided by (used in) financing activities	912		1,419
Net Increase (Decrease) in Cash and Cash Equivalents	( 6 )		502
Cash and cash equivalents at beginning of period	2,419		1,576
Cash and Cash Equivalents at End of Period	$	2,413	$	2,078

See accompanying Notes to Consolidated Financial Statements (unaudited)

F.N.B. CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

September 30, 2025

The terms “FNB,” “the Corporation,” “we,” “us” and “our” throughout this Report mean F.N.B. Corporation and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, F.N.B. Corporation. When we refer to "FNBPA" in this Report, we mean our bank subsidiary, First National Bank of Pennsylvania, and its subsidiaries.

NATURE OF OPERATIONS

F.N.B. Corporation, 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 September 30, 2025, we had 354 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 and wealth management solutions through our subsidiary network which is led by our largest affiliate, FNBPA, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. Consumer banking provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. Wealth management services include asset management, private banking and insurance.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

Our accompanying Consolidated Financial Statements and these Notes to Consolidated Financial Statements (unaudited) include subsidiaries in which we have a controlling financial interest. We own and operate FNBPA, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, Bank Capital Services, LLC, F.N.B. Capital Corporation, LLC and Waubank Securities, LLC, and include results for each of these entities in the accompanying Consolidated Financial Statements.

Companies in which we hold a controlling financial interest, or are a VIE in which we have the power to direct the activities of an entity that most significantly impact the entity’s economic performance and have an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE, are consolidated. For a voting interest entity, a controlling financial interest is generally where we hold more than 50% of the outstanding voting shares. VIEs in which we do not hold the power to direct the activities of the entity that most significantly impact the entity’s economic performance or an obligation to absorb losses or the right to receive benefits which could potentially be significant to the VIE are not consolidated. Investments in companies that are not consolidated are accounted for using the equity method when we have the ability to exert significant influence. Investments in private investment partnerships that are accounted for under the equity method or the cost method are included in other assets and our proportional interest in the equity investments’ earnings are included in other non-interest income. Investment interests accounted for under the cost and equity methods are periodically evaluated for impairment.

The accompanying interim unaudited Consolidated Financial Statements include all adjustments that are necessary, in the opinion of management, to fairly reflect our financial position and results of operations in accordance with GAAP. All significant intercompany balances and transactions have been eliminated. Certain prior period amounts have been reclassified to the current period presentation. Such reclassifications had no impact on our net income and shareholders' equity. Events occurring subsequent to September 30, 2025 have been evaluated for potential recognition or disclosure in the Consolidated Financial Statements through the date of the filing of the Consolidated Financial Statements with the SEC.

Certain information and Note disclosures normally included in Consolidated Financial Statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. The interim operating results are not necessarily indicative of operating results we expect for the full year. These interim unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Use of Estimates

Our accounting and reporting policies conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements (unaudited). Actual results could materially differ from those estimates. Material estimates that are particularly susceptible to significant changes include the ACL, fair value of financial instruments, goodwill and other intangible assets and income taxes and deferred tax assets, which are listed in the critical accounting estimates. For a detailed description of our significant accounting policies and critical accounting estimates, see Note 1, "Summary of Significant Accounting Policies" and the "Application of Critical Accounting Policies" section in the MD&A, both in our 2024 Annual Report on Form 10-K .

NOTE 2. NEW ACCOUNTING STANDARDS

The following table summarizes accounting pronouncements issued by the FASB that we recently adopted or will be adopting in the future.

TABLE 2.1

Standard

Description

Financial Statements Impact

Intangibles

ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software: Targeted Improvements to the Accounting of Internal-Use Software

This Update removes reference to software development project stages and requires entities to start capitalizing software costs when both of the following occur: (1) management has authorized and committed funds to the software project and (2) it is probable the project will be completed and the software will be used to perform the intended function.

This Update is to be applied prospectively for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. Modified transition and retrospective approaches are permitted.

We are currently evaluating the effect of this Update, and the adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

Income Statement

ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses

This Update requires public business entities to disclose, on an annual and interim basis, disaggregated information about certain income statement line items in a tabular format in the notes to the financial statements. Specifically, entities must disaggregate any relevant expense caption that includes one or more of the following natural expense categories: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, (5) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (DD&A).

Additionally, this Update also requires entities to disclose selling expense on both an annual and interim basis. This Update does not change the requirements for the presentation of expenses on the face of the income statement.

This Update is to be applied prospectively for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption and retrospective application are permitted.

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

NOTE 3. INVESTMENT SECURITIES

The amortized cost and fair value of AFS debt securities are presented in the table below. There was no ACL associated with the AFS portfolio at September 30, 2025 and December 31, 2024. Accrued interest receivable on AFS debt securities totaled $ 14.1 million at September 30, 2025 and $ 14.3 million at December 31, 2024, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets. Accordingly, we have excluded accrued interest receivable from both the fair value and amortized cost basis of AFS debt securities.

TABLE 3.1


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities AFS:
September 30, 2025
U.S. Treasury	$	274	$	2	$	—	$	276
U.S. government agencies	41		—		—		41
U.S. GSE	332		1		( 1 )		332
Residential MBS:
Agency MBS	773		6		( 9 )		770
Agency CMO	694		—		( 68 )		626

Agency commercial MBS	1,510		17		( 17 )		1,510
States of the U.S. and political subdivisions (municipals)	21		—		( 2 )		19
Other debt securities	45		1		—		46
Total debt securities AFS	$	3,690	$	27	$	( 97 )	$	3,620


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities AFS:
December 31, 2024
U.S. Treasury	$	274	$	1	$	( 1 )	$	274
U.S. government agencies	53		—		—		53
U.S. GSE	302		—		( 2 )		300
Residential MBS:
Agency MBS	714		—		( 20 )		694
Agency CMO	796		—		( 98 )		698

Agency commercial MBS	1,420		3		( 35 )		1,388
States of the U.S. and political subdivisions (municipals)	24		—		( 2 )		22
Other debt securities	37		—		—		37
Total debt securities AFS	$	3,620	$	4	$	( 158 )	$	3,466

The amortized cost and fair value of HTM debt securities are presented in the following table. The ACL for the HTM portfolio was $ 0.15 million and $ 0.25 million at September 30, 2025 and December 31, 2024, respectively. Accrued interest receivable on HTM debt securities totaled $ 14.4 million and $ 14.6 million at September 30, 2025 and December 31, 2024, respectively, and is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets. Accordingly, we have excluded accrued interest receivable from both the fair value and amortized cost basis of HTM debt securities.

TABLE 3.2


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities HTM:
September 30, 2025
U.S. Treasury	$	1	$	—	$	—	$	1


Residential MBS:
Agency MBS	821		2		( 62 )		761
Agency CMO	637		—		( 68 )		569

Agency commercial MBS	1,595		16		( 22 )		1,589
States of the U.S. and political subdivisions (municipals)	984		1		( 77 )		908
Other debt securities	11		—		( 1 )		10
Total debt securities HTM	$	4,049	$	19	$	( 230 )	$	3,838


(in millions)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Debt Securities HTM:
December 31, 2024
U.S. Treasury	$	1	$	—	$	—	$	1

U.S. GSE	29		—		—		29
Residential MBS:
Agency MBS	901		1		( 96 )		806
Agency CMO	714		—		( 95 )		619

Agency commercial MBS	1,326		2		( 44 )		1,284
States of the U.S. and political subdivisions (municipals)	992		—		( 103 )		889
Other debt securities	16		—		—		16
Total debt securities HTM	$	3,979	$	3	$	( 338 )	$	3,644

There were no significant gross gains or gross losses realized on investment securities during the nine months ended September 30, 2025 or 2024. Net unrealized losses on the AFS and HTM portfolios are primarily due to the increase in market interest rates since the time of purchase, with 86.2 % of these securities backed or sponsored by the U.S. government as of September 30, 2025.

As of September 30, 2025, the amortized cost and fair value of debt securities, by contractual maturities, were as follows:

TABLE 3.3


	Available for Sale				Held to Maturity
(in millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	206	$	206	$	4	$	5
Due after one year but within five years	424		425		89		86
Due after five years but within ten years	62		63		239		229
Due after ten years	21		20		664		599
	713		714		996		919
Residential MBS:
Agency MBS	773		770		821		761
Agency CMO	694		626		637		569

Agency commercial MBS	1,510		1,510		1,595		1,589
Total debt securities	$	3,690	$	3,620	$	4,049	$	3,838

Actual maturities may differ from contractual terms because security issuers may have the right to call or prepay obligations with or without penalties. Periodic principal payments are received on residential MBS based on the payment patterns of the underlying collateral.

Following is information relating to investment securities pledged:

TABLE 3.4


(dollars in millions)	September 30, 2025			December 31, 2024
Securities pledged (carrying value):
To secure public deposits, trust deposits and for other purposes as required by law	$	6,272		$	6,271
As collateral for short-term borrowings	163			182
Securities pledged as a percent of total securities	83.9		%	86.7		%

Following are summaries of the fair values of AFS debt securities in an unrealized loss position for which an ACL has not been recorded, segregated by security type and length of time in a continuous loss position:

TABLE 3.5


	Less than 12 Months					12 Months or More					Total
(dollars in millions)	#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses
Debt Securities AFS
September 30, 2025

U.S. government agencies	7	$	12	$	—	10	$	19	$	—	17	$	31	$	—
U.S. GSE	1	30		—		5	101		( 1 )		6	131		( 1 )
Residential MBS:
Agency MBS	2	50		—		92	276		( 9 )		94	326		( 9 )
Agency CMO	—	—		—		65	626		( 68 )		65	626		( 68 )

Agency commercial MBS	3	90		—		24	435		( 17 )		27	525		( 17 )
States of the U.S. and political subdivisions (municipals)	—	—		—		9	19		( 2 )		9	19		( 2 )
Other debt securities	1	4		—		3	9		—		4	13		—
Total	14	$	186	$	—	208	$	1,485	$	( 97 )	222	$	1,671	$	( 97 )

	Less than 12 Months					12 Months or More					Total
(dollars in millions)	#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses		#	Fair Value		Unrealized Losses
Debt Securities AFS
December 31, 2024
U.S. Treasury	3	$	74	$	( 1 )	2	$	75	$	—	5	$	149	$	( 1 )
U.S. government agencies	6	11		—		12	25		—		18	36		—
U.S. GSE	2	75		—		7	126		( 2 )		9	201		( 2 )
Residential MBS:
Agency MBS	9	235		( 1 )		92	355		( 19 )		101	590		( 20 )
Agency CMO	—	—		—		66	698		( 98 )		66	698		( 98 )

Agency commercial MBS	23	709		( 8 )		20	359		( 27 )		43	1,068		( 35 )
States of the U.S. and political subdivisions (municipals)	—	—		—		10	22		( 2 )		10	22		( 2 )
Other debt securities	—	—		—		4	10		—		4	10		—
Total	43	$	1,104	$	( 10 )	213	$	1,670	$	( 148 )	256	$	2,774	$	( 158 )

We evaluated the AFS debt securities that were in an unrealized loss position at September 30, 2025. Based on the credit ratings and/or implied government guarantee for these securities, we concluded the loss position is temporary and caused by the significant movement of interest rates since 2022 and does not reflect any expected credit losses. We do not intend to sell these AFS debt securities and it is not more likely than not that we will be required to sell these securities before the recovery of their amortized cost basis.

Credit Quality Indicators

We use credit ratings and the most recent financial information to help evaluate the credit quality of our credit-related AFS and HTM securities portfolios. Management reviews the credit profile of each issuer on an annual basis, and more frequently as needed. Based on the nature of the issuers and current conditions, we have determined that investment securities backed by the U.S. Department of the Treasury, Fannie Mae, Freddie Mac, FHLB, Ginnie Mae, and the SBA have zero expected credit loss.

Our municipal bond portfolio, with a carrying amount of $ 1.0 billion as of September 30, 2025 is highly rated with an average rating of AA and 98 % of the portfolio is rated A or better. All of the investment securities in the municipal portfolio are general obligation bonds. Geographically, municipal bonds support our primary footprint as 59 % of the securities are from municipalities located in the primary states within which we conduct business. The average holding size of the securities in the municipal bond portfolio is $ 2.5 million.

The ACL on the HTM municipal bond portfolio is calculated on each bond using:

• The bond’s underlying credit rating, time to maturity and exposure amount;

• Credit enhancements that improve the bond’s credit rating (e.g., insurance); and

• Moody’s U.S. Municipal Bond Default and Recovery Rates, 1970-2024.

By using these components, we derive the expected credit loss on the HTM general obligation municipal bond portfolio. We further refine the expected credit loss by factoring in economic forecast data using our Commercial and Industrial Non-Manufacturing loan portfolio forecast adjustment as derived through our assessment of the loan portfolio as a proxy for our municipal bond portfolio.

Our corporate bond portfolio, with a carrying amount of $ 57.3 million as of September 30, 2025 consists of debentures of banks and bank holding companies. The average holding size of the securities in the corporate bond portfolio is $ 3.4 million.

The ACL on the HTM corporate bond portfolio is calculated using:

• The bond’s credit rating, time to maturity and exposure amount;

• Moody’s Annual Default Study, 02/28/2025; and

• The most recent financial statements.

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

For the year-to-date periods ending September 30, 2025 and 2024, we had no significant provision expense and no charge-offs or recoveries for the investment securities portfolio. The ACL on the HTM portfolio was $ 0.15 million, consisting of $ 0.07 million relating to the municipal bond portfolio and $ 0.09 million relating to other debt securities, as of September 30, 2025, and $ 0.07 million relating to the municipal bond portfolio and $ 0.18 million relating to other debt securities as of December 31, 2024. The AFS securities portfolios did no t have an ACL at September 30, 2025 or December 31, 2024 and there were no investment securities that were past due or on non-accrual at either date.

NOTE 4. LOANS AND LEASES

Accrued interest receivable on loans and leases, which totaled $ 126.8 million at September 30, 2025 and $ 128.4 million at December 31, 2024, is excluded from the estimate of credit losses and assessed separately in other assets in the Consolidated Balance Sheets for both periods and is not included in the following tables.

Loans and Leases by Portfolio Segment

Following is a summary of total loans and leases, net of unearned income:

TABLE 4.1


(in millions)	September 30, 2025		December 31, 2024
Commercial real estate	$	12,568	$	12,705
Commercial and industrial	7,590		7,550
Commercial leases	829		765
Other	153		144
Total commercial loans and leases	21,140		21,164
Direct installment	2,678		2,676
Residential mortgages	8,888		7,986
Indirect installment	767		739
Consumer lines of credit	1,484		1,374
Total consumer loans	13,817		12,775
Total loans and leases, net of unearned income	$	34,957	$	33,939

The remaining accretable discount included in the amortized cost of acquired loans was $ 22.9 million and $ 31.6 million at September 30, 2025 and December 31, 2024, respectively.

The loans and leases portfolio categories are comprised of the following types of loans, where in each case the LGD is dependent on the nature and value of the respective collateral:

• Commercial real estate includes both owner-occupied and non-owner-occupied loans, including construction loans, secured by commercial properties where operational cash flows on owner-occupied properties, including rents paid by stand-alone business customers, or rents received by our borrowers from their tenant(s) on both a property and global basis are the primary default risk drivers;

• Commercial and industrial includes loans to businesses that are not secured by real estate where the borrower's leverage and cash flows from operations are the primary default risk drivers;

• Commercial leases consist of leases for new or used equipment where the borrower's cash flow from operations is the primary default risk driver;

• Other is comprised primarily of credit cards and mezzanine loans where the borrower's cash flow from operations is the primary default risk driver;

• Direct installment is comprised of fixed-rate, closed-end consumer loans for personal, family or household use, such as home equity loans and automobile loans where the primary default risk driver is the borrower's employment status and income;

• Residential mortgages consist of conventional and jumbo mortgage loans, including construction loans, for 1-4 family properties where the primary default risk driver is the borrower's employment status and income;

• Indirect installment is comprised of loans originated by approved third parties and underwritten by us, primarily automobile loans where the primary default risk driver is the borrower's employment status and income; and

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

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

The following table shows occupancy information relating to commercial real estate loans:

TABLE 4.2


	September 30, 2025		December 31, 2024
Commercial real estate:
Percent owner-occupied	30.2	%	29.0	%
Percent non-owner-occupied	69.8		71.0

Credit Quality

We monitor the credit quality of our loan portfolio using several performance measures based on payment activity and borrower performance. We use an internal risk rating assigned to a commercial loan or lease at origination, summarized below.

TABLE 4.3


Rating Category			Definition
Pass			in general, the condition of the borrower and the performance of the loan is satisfactory or better

Special Mention			in general, the condition of the borrower has deteriorated, requiring an increased level of monitoring

Substandard			in general, the condition of the borrower has significantly deteriorated and the performance of the loan could further deteriorate if deficiencies are not corrected

Doubtful			in general, the condition of the borrower has significantly deteriorated and the collection in full of both principal and interest is highly questionable or improbable

The use of these internally assigned credit quality categories within the commercial loan and lease portfolio permits our use of transition matrices to establish a basis which is then impacted by quantitative inputs from our econometric model forecasts over the R&S period. Our internal credit risk grading system is based on past experiences with similarly graded loans and leases and conforms to regulatory categories. In general, loan and lease risk ratings within each category are reviewed on an ongoing basis according to our policy for each class of loans and leases. Each quarter, we analyze the resulting ratings, as well as other external statistics and factors such as delinquency, to track the migration performance of the commercial loan and lease portfolio. Loans and leases within the Pass credit category or that migrate toward the Pass credit category generally have a lower risk of loss compared to loans and leases that migrate toward the Substandard or Doubtful credit categories. Accordingly, we apply higher risk factors to Substandard and Doubtful credit categories.

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

TABLE 4.4


(in millions)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
September 30, 2025
COMMERCIAL
Commercial Real Estate:
Risk Rating:
Pass	$	1,007	$	1,362	$	1,673	$	1,870	$	1,706	$	3,858	$	210	$	11,686
Special Mention	5		16		21		179		103		206		3		533
Substandard	—		6		9		57		52		217		8		349

Total commercial real estate	1,012		1,384		1,703		2,106		1,861		4,281		221		12,568
Commercial real estate gross charge-offs	—		—		0.1		3.9		3.6		12.2		—		19.8
Commercial and Industrial:
Risk Rating:
Pass	1,415		1,048		871		727		411		880		1,760		7,112
Special Mention	14		9		19		14		33		75		92		256
Substandard	3		12		48		10		10		40		99		222

Total commercial and industrial	1,432		1,069		938		751		454		995		1,951		7,590
Commercial and industrial gross charge-offs	0.1		1.1		0.6		3.3		6.5		20.0		—		31.6
Commercial Leases:
Risk Rating:
Pass	293		197		148		80		45		42		—		805
Special Mention	1		4		5		1		1		4		—		16
Substandard	—		—		5		1		2		—		—		8

Total commercial leases	294		201		158		82		48		46		—		829
Commercial leases gross charge-offs	—		—		—		—		—		0.2		—		0.2
Other Commercial:
Risk Rating:
Pass	9		—		65		—		—		4		75		153



Total other commercial	9		—		65		—		—		4		75		153
Other commercial gross charge-offs	—		—		—		—		—		3.6		—		3.6
Total commercial loans and leases	2,747		2,654		2,864		2,939		2,363		5,326		2,247		21,140


(in millions)	2025		2024		2023		2022		2021		Prior		Revolving Loans Amortized Cost Basis		Total
September 30, 2025
CONSUMER
Direct Installment:
Current	336		292		231		558		615		635		—		2,667
Past due	—		1		2		1		1		6		—		11
Total direct installment	336		293		233		559		616		641		—		2,678
Direct installment gross charge-offs	—		0.1		0.2		0.1		—		0.3		—		0.7
Residential Mortgages:
Current	1,327		1,687		1,346		1,502		1,342		1,626		—		8,830
Past due	2		10		11		5		5		25		—		58
Total residential mortgages	1,329		1,697		1,357		1,507		1,347		1,651		—		8,888
Residential mortgages gross charge-offs	—		0.3		0.5		0.1		0.2		1.2		—		2.3
Indirect Installment:
Current	251		301		18		48		84		51		—		753
Past due	—		2		2		5		4		1		—		14
Total indirect installment	251		303		20		53		88		52		—		767
Indirect installment gross charge-offs	0.2		0.6		0.7		1.6		1.7		0.7		—		5.5
Consumer Lines of Credit:
Current	4		6		22		43		12		139		1,245		1,471
Past due	—		—		—		1		1		9		2		13
Total consumer lines of credit	4		6		22		44		13		148		1,247		1,484
Consumer lines of credit gross charge-offs	—		0.1		—		—		—		0.7		—		0.8
Total consumer loans	1,920		2,299		1,632		2,163		2,064		2,492		1,247		13,817
Total loans and leases	$	4,667	$	4,953	$	4,496	$	5,102	$	4,427	$	7,818	$	3,494	$	34,957
Total charge-offs	$	0.3	$	2.2	$	2.1	$	9.0	$	12.0	$	38.9	$	—	$	64.5


(in millions)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2024
COMMERCIAL
Commercial Real Estate:
Risk Rating:
Pass	$	1,405	$	1,661	$	2,025	$	1,984	$	1,200	$	3,235	$	197	$	11,707
Special Mention	1		10		177		52		107		181		37		565
Substandard	2		16		119		43		55		195		3		433

Total commercial real estate	1,408		1,687		2,321		2,079		1,362		3,611		237		12,705
Commercial real estate gross charge-offs	—		0.8		1.0		15.0		10.5		11.3		—		38.6
Commercial and Industrial:
Risk Rating:
Pass	1,241		1,079		1,074		647		461		669		1,861		7,032
Special Mention	6		20		57		74		12		63		41		273
Substandard	4		50		11		33		8		59		80		245

Total commercial and industrial	1,251		1,149		1,142		754		481		791		1,982		7,550
Commercial and industrial gross charge-offs	0.1		3.9		1.5		1.8		6.0		7.6		—		20.9
Commercial Leases:
Risk Rating:
Pass	331		184		106		60		26		39		—		746
Special Mention	—		1		—		—		—		1		—		2
Substandard	—		6		2		4		5		—		—		17

Total commercial leases	331		191		108		64		31		40		—		765
Commercial leases gross charge-offs	—		—		—		—		—		0.3		—		0.3
Other Commercial:
Risk Rating:
Pass	12		62		—		—		—		5		65		144



Total other commercial	12		62		—		—		—		5		65		144
Other commercial gross charge-offs	—		—		—		—		—		4.2		—		4.2
Total commercial loans and leases	3,002		3,089		3,571		2,897		1,874		4,447		2,284		21,164


(in millions)	2024		2023		2022		2021		2020		Prior		Revolving Loans Amortized Cost Basis		Total
December 31, 2024
CONSUMER
Direct Installment:
Current	346		277		621		683		341		396		—		2,664
Past due	—		1		3		1		1		6		—		12
Total direct installment	346		278		624		684		342		402		—		2,676
Direct installment gross charge-offs	—		0.2		0.3		0.2		—		1.1		—		1.8
Residential Mortgages:
Current	1,663		1,478		1,598		1,417		728		1,048		—		7,932
Past due	2		15		6		5		1		25		—		54
Total residential mortgages	1,665		1,493		1,604		1,422		729		1,073		—		7,986
Residential mortgages gross charge-offs	0.1		0.6		0.3		0.2		—		1.4		—		2.6
Indirect Installment:
Current	396		24		67		142		49		42		—		720
Past due	1		3		6		6		2		1		—		19
Total indirect installment	397		27		73		148		51		43		—		739
Indirect installment gross charge-offs	0.2		1.8		4.5		3.2		0.5		1.6		—		11.8
Consumer Lines of Credit:
Current	8		29		51		13		1		117		1,141		1,360
Past due	—		—		1		1		—		10		2		14
Total consumer lines of credit	8		29		52		14		1		127		1,143		1,374
Consumer lines of credit gross charge-offs	—		0.1		0.1		0.1		—		1.3		—		1.6
Total consumer loans	2,416		1,827		2,353		2,268		1,123		1,645		1,143		12,775
Total loans and leases	$	5,418	$	4,916	$	5,924	$	5,165	$	2,997	$	6,092	$	3,427	$	33,939
Total charge-offs	$	0.4	$	7.4	$	7.7	$	20.5	$	17.0	$	28.8	$	—	$	81.8

We use delinquency transition matrices within the consumer and other loan classes to establish the basis for the R&S forecast portion of the credit risk. Each month, management analyzes payment and volume activity, FICO scores and Debt-to-Income (DTI) scores and other external factors such as unemployment, to determine how consumer loans are performing.

Non-Performing and Past Due

The following table provides an analysis of the aging of loans by class.

TABLE 4.5


(in millions)	30-89 Days Past Due		> 90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans and Leases		Non-accrual with No ACL
September 30, 2025
Commercial real estate	$	10	$	—	$	59	$	69	$	12,499	$	12,568	$	13
Commercial and industrial	10		—		44		54		7,536		7,590		19
Commercial leases	2		—		3		5		824		829		—
Other	1		—		2		3		150		153		—
Total commercial loans and leases	23		—		108		131		21,009		21,140		32
Direct installment	7		1		3		11		2,667		2,678		—
Residential mortgages	39		10		9		58		8,830		8,888		2
Indirect installment	12		1		1		14		753		767		—
Consumer lines of credit	8		1		4		13		1,471		1,484		—
Total consumer loans	66		13		17		96		13,721		13,817		2
Total loans and leases	$	89	$	13	$	125	$	227	$	34,730	$	34,957	$	34


(in millions)	30-89 Days Past Due		> 90 Days Past Due and Still Accruing		Non- Accrual		Total Past Due		Current		Total Loans and Leases		Non-accrual with No ACL
December 31, 2024
Commercial real estate	$	26	$	—	$	88	$	114	$	12,591	$	12,705	$	24
Commercial and industrial	10		—		52		62		7,488		7,550		19
Commercial leases	1		—		2		3		762		765		—
Other	1		—		2		3		141		144		—
Total commercial loans and leases	38		—		144		182		20,982		21,164		43
Direct installment	8		2		2		12		2,664		2,676		—
Residential mortgages	38		9		7		54		7,932		7,986		—
Indirect installment	16		1		2		19		720		739		—
Consumer lines of credit	8		2		4		14		1,360		1,374		—
Total consumer loans	70		14		15		99		12,676		12,775		—
Total loans and leases	$	108	$	14	$	159	$	281	$	33,658	$	33,939	$	43

Following is a summary of non-performing assets:

TABLE 4.6


(dollars in millions)	September 30, 2025			December 31, 2024
Non-accrual loans	$	125		$	159
Total non-performing loans and leases	125			159
Other real estate owned	3			3
Total non-performing assets	$	128		$	162
Asset quality ratios:
Non-performing loans and leases / total loans and leases	0.36		%	0.47		%
Non-performing assets plus 90 days or more past due / total loans and leases plus OREO	0.40			0.52

The carrying value of residential-secured consumer OREO held as a result of obtaining physical possession upon completion of a foreclosure or through completion of a deed in lieu of foreclosure amounted to $ 0.9 million at September 30, 2025 and $ 1.2 million at December 31, 2024. The recorded investment of residential-secured consumer OREO for which formal foreclosure proceedings are in process at September 30, 2025 and December 31, 2024 totaled $ 14.2 million and $ 10.6 million, respectively.

Approximately $ 138.7 million of commercial loans are collateral dependent at September 30, 2025. Repayment is expected to be substantially made through the operation or sale of the collateral on the loan. These loans are primarily secured by business assets or commercial real estate.

Loan Modifications

During the period, there are loans whose contractual terms have been modified in a manner that grants a concession to a borrower experiencing financial difficulties. These modifications typically result from loss mitigation activities and could include a term extension, interest rate reduction, principal forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. Accrued interest receivable on loan modifications totaled $ 0.08 million and $ 0.07 million at September 30, 2025 and September 30, 2024, respectively, and is excluded from the amortized cost of loan modifications in the tables that follow.

The following table shows the amortized cost basis at the end of the reporting period of the loans modified during the period to borrowers experiencing financial difficulty, disaggregated by class of financing receivable, type of concession granted and the financial effect of the modifications made to borrowers experiencing financial difficulty:

TABLE 4.7


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

Three Months Ended September 30, 2025
Term Extension
Commercial real estate	$	1.0	0.01	%	The modified loans had an average increase in term of 10 months, extending the maturity date.
Commercial and industrial	0.3		—		The modified loans had an average increase in term of 72 months, extending the maturity date.


Direct installment	0.4		0.01		The modified loans had an average increase in term of 36 months extending the maturity date.
Residential mortgages	0.7		0.01		The modified loans had an average increase in term of 117 months extending the maturity date.

Consumer lines of credit	0.2		0.01		The modified loans had an average increase in term of 129 months extending the maturity date.
Total	2.6




















Term Extension and Rate Reduction





Residential mortgages	0.7		0.01		Multiple modifications were made with no material financial effect.


Total	0.7








































Other
Commercial real estate	0.8		0.01		Multiple modifications were made with no material financial effect.
Commercial and industrial	1.3		0.02		Multiple modifications were made with no material financial effect.






Total	2.1
Total Outstanding Modified	$	5.4


(dollars in millions)	Amortized Cost Basis		% of Total Class of Financing Receivable		Financial Effect
Nine Months Ended September 30, 2025
Term Extension
Commercial real estate	$	2.7	0.02	%	The modified loans had an average increase in term of 5 months, extending the maturity date.
Commercial and industrial	1.2		0.02		The modified loans had an average increase in term of 41 months, extending the maturity date.


Direct installment	1.9		0.07		The modified loans had an average increase in term of 26 months, extending the maturity date.
Residential mortgages	3.6		0.04		The modified loans had an average increase in term of 44 months, extending the maturity date.

Consumer lines of credit	0.6		0.04		The modified loans had an average increase in term of 165 months, extending the maturity date.
Total	10.0




















Term Extension and Rate Reduction

Commercial and industrial	0.1		—		Multiple modifications were made with no material financial effect.



Residential mortgages	1.9		0.02		The term was extended, with weighted average yield reductions of 100 basis points to 475 basis points with extensions up to 28 years.


Total	2.0








































Other
Commercial real estate	2.2		0.02		The majority resulted in a 3 -month deferral on principal payments.
Commercial and industrial	2.2		0.03		The majority resulted in a 3 -month deferral on principal payments.






Total	4.4
Total Outstanding Modified	$	16.4


(dollars in millions)	Amortized Cost Basis		% of Total Class of Financing Receivable		Financial Effect
Three Months Ended September 30, 2024
Term Extension
Commercial real estate	$	0.3	—	%	The modified loans had an average increase in term of 7 months, extending the maturity date.



Direct installment	0.1		—		The modified loans had an average increase in term of 19 months, extending the maturity date.
Residential mortgages	1.0		0.01		The modified loans had an average increase in term of 20 months, extending the maturity date.

Consumer lines of credit	0.1		0.01		The modified loans had an average increase in term of 181 months extending the maturity date.
Total	1.5




















Term Extension and Rate Reduction





Residential mortgages	0.1		—		Multiple modifications were made with no material financial effect.


Total	0.1






























Balloon Payment
Commercial real estate	0.1		—		Modifications were made with no material financial effect.







Total	0.1
Other
Commercial real estate	0.5		—		Reduction of cash flow due to lower payments.







Total	0.5
Total Outstanding Modified	$	2.2


(dollars in millions)	Amortized Cost Basis		% of Total Class of Financing Receivable		Financial Effect
Nine Months Ended September 30, 2024
Term Extension
Commercial real estate	$	0.3	—	%	The modified loans had an average increase in term of 7 months, extending the maturity date.
Commercial and industrial	0.1		—		The modified loans had an average increase in term of 3 months, extending the maturity date.


Direct installment	1.0		0.04		The modified loans had an average increase in term of 51 months, extending the maturity date.
Residential mortgages	5.1		0.07		The modified loans had an average increase in term of 31 months, extending the maturity date.

Consumer lines of credit	1.0		0.07		The modified loans had an average increase in term of 206 months, extending the maturity date.
Total	7.5
Rate Reduction





Residential mortgages	0.1		—		The term was extended, with a weighted average yield reduction of 100 basis points.


Total	0.1










Term Extension and Rate Reduction





Residential mortgages	0.8		0.01		Multiple modifications were made with no material financial effect.

Consumer lines of credit	0.3		0.02		Multiple modifications were made with no material financial effect.
Total	1.1






























Balloon Payment
Commercial real estate	0.7		0.01		Multiple modifications were made with no material financial effect.







Total	0.7
Other
Commercial real estate	4.8		0.04		3 to 12 month payment deferrals with no income being earned on these loans.
Commercial and industrial	0.5		0.01		Multiple modifications were made with no material financial effect.






Total	5.3
Total Outstanding Modified	$	14.7

Some loan modifications may not ultimately result in the full collection of principal and interest, as modified, and may result in potential incremental losses which are factored into the ACL. There were no additional funds committed to borrowers whose loans were modified during the first nine months of 2025.

Commercial loans over $ 1.0 million whose terms have been modified may be placed on non-accrual, individually analyzed and measured based on the fair value of the underlying collateral. Our ACL includes specific reserves for commercial loans modified. There were $ 0.3 million and $ 8.1 million in specific reserves for commercial loans modified at September 30, 2025 and December 31, 2024, respectively, and pooled reserves for individual loans of $ 1.9 million and $ 1.8 million for those same periods, respectively, based on loan segment LGD. Upon default, the amount of the recorded investment of the modified loan balance in excess of the fair value of the collateral, less estimated selling costs, is generally considered a confirmed loss and is charged-off against the ACL.

All other classes of loans whose terms have been modified are pooled and measured based on the loan segment LGD. Our ACL included pooled reserves for these classes of loans of $ 1.2 million and $ 3.4 million as of September 30, 2025 and December 31, 2024, respectively. Upon default of an individual loan, our charge-off policy is followed for that class of loan.

Following is a summary of loans modified in a manner that grants a concession to a borrower experiencing financial difficulties, by class, for which there was a payment default, excluding loans that have been paid off and/or sold. Default occurs when a loan is 90 days or more past due or in non-accrual and is within 12 months of restructuring.

TABLE 4.8


Amortized cost basis of modified financing receivables that subsequently defaulted:
(in millions)	Term Extension		Term Extension and Rate Reduction		Other		Total Outstanding Modified
Three Months Ended September 30, 2025
Commercial real estate	$	0.1	$	—	$	—	$	0.1



Total commercial loans and leases	0.1		—		—		0.1





Total	$	0.1	$	—	$	—	$	0.1

Nine Months Ended September 30, 2025
Commercial real estate	$	1.1	$	—	$	1.9	$	3.0
Commercial and industrial	0.5		3.0		3.8		7.3


Total commercial loans and leases	1.6		3.0		5.7		10.3
Direct installment	0.4		—		—		0.4
Residential mortgages	2.4		0.5		—		2.9

Consumer lines of credit	0.2		—		—		0.2
Total consumer loans	3.0		0.5		—		3.5
Total	$	4.6	$	3.5	$	5.7	$	13.8


(in millions)	Term Extension		Term Extension and Rate Reduction		Balloon Payment		Other		Total Outstanding Modified
Three Months Ended September 30, 2024
Commercial real estate	$	—	$	—	$	0.1	$	—	$	0.1



Total commercial loans and leases	—		—		0.1		—		0.1
Direct installment	0.4		—		—		—		0.4
Residential mortgages	0.3		0.1		—		—		0.4


Total consumer loans	0.7		0.1		—		—		0.8
Total	$	0.7	$	0.1	$	0.1	$	—	$	0.9

Nine Months Ended September 30, 2024
Commercial real estate	$	0.7	$	—	$	0.7	$	8.9	$	10.3
Commercial and industrial	20.2		0.2		—		1.6		22.0


Total commercial loans and leases	20.9		0.2		0.7		10.5		32.3
Direct installment	0.5		—		—		—		0.5
Residential mortgages	1.9		0.1		—		—		2.0


Total consumer loans	2.4		0.1		—		—		2.5
Total	$	23.3	$	0.3	$	0.7	$	10.5	$	34.8

We closely monitor the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of our modification efforts. The following table depicts the performance of loans that have been modified in the last 12 months:

TABLE 4.9


Payment status - amortization cost basis:
(in millions)	Current		30-89 Days Past Due		90+ Days Past Due
September 30, 2025
Commercial real estate	$	20.9	$	—	$	1.3
Commercial and industrial	2.9		0.8		1.8


Total commercial loans and leases	23.8		0.8		3.1
Direct installment	1.8		—		0.3
Residential mortgages	5.6		1.0		0.7

Consumer lines of credit	1.0		—		—
Total consumer loans	8.4		1.0		1.0
Total	$	32.2	$	1.8	$	4.1

(in millions)	Current		30-89 Days Past Due		90+ Days Past Due
September 30, 2024
Commercial real estate	$	13.5	$	—	$	—
Commercial and industrial	0.6		—		—


Total commercial loans and leases	14.1		—		—
Direct installment	1.6		0.2		—
Residential mortgages	3.3		2.7		0.6

Consumer lines of credit	1.5		0.3		—
Total consumer loans	6.4		3.2		0.6
Total	$	20.5	$	3.2	$	0.6

NOTE 5. ALLOWANCE FOR CREDIT LOSSES ON LOANS AND LEASES

The ACL is maintained for credit losses expected in the existing loan and lease portfolio and is presented as a reserve against loans and leases on the Consolidated Balance Sheets. Loan and lease losses are charged off against the ACL, with recoveries of amounts previously charged off credited to the ACL. Provisions for credit losses are charged to operations based on management’s periodic evaluation of the appropriate level of the ACL.

Following is a summary of changes in the ACL, by loan and lease class:

TABLE 5.1


(in millions)	Balance at Beginning of Period		Charge- Offs		Recoveries		Net (Charge- Offs) Recoveries		Provision for Credit Losses		Balance at End of Period
Three Months Ended September 30, 2025
Commercial real estate	$	179.5	$	( 9.2 )	$	0.4	$	( 8.8 )	$	7.4	$	178.1
Commercial and industrial	88.3		( 9.2 )		1.0		( 8.2 )		14.9		95.0
Commercial leases	21.6		—		—		—		1.7		23.3
Other	4.6		( 1.4 )		0.2		( 1.2 )		1.2		4.6
Total commercial loans and leases	294.0		( 19.8 )		1.6		( 18.2 )		25.2		301.0
Direct installment	26.6		( 0.1 )		0.1		—		( 0.6 )		26.0
Residential mortgages	95.4		( 0.5 )		0.1		( 0.4 )		( 0.8 )		94.2
Indirect installment	9.3		( 1.6 )		0.6		( 1.0 )		0.8		9.1
Consumer lines of credit	6.8		( 0.2 )		0.1		( 0.1 )		0.3		7.0
Total consumer loans	138.1		( 2.4 )		0.9		( 1.5 )		( 0.3 )		136.3
Total allowance for credit losses on loans and leases	432.1		( 22.2 )		2.5		( 19.7 )		24.9		437.3
Allowance for unfunded loan commitments	21.0		—		—		—		( 0.9 )		20.1
Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments	$	453.1	$	( 22.2 )	$	2.5	$	( 19.7 )	$	24.0	$	457.4

Nine Months Ended September 30, 2025
Commercial real estate	$	166.9	$	( 19.8 )	$	1.0	$	( 18.8 )	$	30.0	$	178.1
Commercial and industrial	85.6		( 31.6 )		6.0		( 25.6 )		35.0		95.0
Commercial leases	22.9		( 0.2 )		—		( 0.2 )		0.6		23.3
Other	4.3		( 3.6 )		0.7		( 2.9 )		3.2		4.6
Total commercial loans and leases	279.7		( 55.2 )		7.7		( 47.5 )		68.8		301.0
Direct installment	29.1		( 0.7 )		0.4		( 0.3 )		( 2.8 )		26.0
Residential mortgages	95.9		( 2.3 )		0.3		( 2.0 )		0.3		94.2
Indirect installment	9.5		( 5.5 )		1.8		( 3.7 )		3.3		9.1
Consumer lines of credit	8.6		( 0.8 )		0.3		( 0.5 )		( 1.1 )		7.0
Total consumer loans	143.1		( 9.3 )		2.8		( 6.5 )		( 0.3 )		136.3
Total allowance for credit losses on loans and leases	422.8		( 64.5 )		10.5		( 54.0 )		68.5		437.3
Allowance for unfunded loan commitments	21.4		—		—		—		( 1.3 )		20.1
Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments	$	444.2	$	( 64.5 )	$	10.5	$	( 54.0 )	$	67.2	$	457.4


(in millions)	Balance at Beginning of Period		Charge- Offs		Recoveries		Net (Charge- Offs) Recoveries		Provision for Credit Losses		Balance at End of Period
Three Months Ended September 30, 2024
Commercial real estate	$	157.7	$	( 13.8 )	$	0.9	$	( 12.9 )	$	40.1	$	184.9
Commercial and industrial	93.5		( 10.1 )		6.5		( 3.6 )		( 11.5 )		78.4
Commercial leases	22.9		( 0.1 )		—		( 0.1 )		( 1.2 )		21.6
Other	4.0		( 1.2 )		0.2		( 1.0 )		1.0		4.0
Total commercial loans and leases	278.1		( 25.2 )		7.6		( 17.6 )		28.4		288.9
Direct installment	30.9		( 0.2 )		0.2		—		( 1.7 )		29.2
Residential mortgages	88.2		( 0.1 )		0.1		—		( 4.0 )		84.2
Indirect installment	13.1		( 4.2 )		0.6		( 3.6 )		( 0.5 )		9.0
Consumer lines of credit	8.5		( 0.4 )		0.1		( 0.3 )		0.7		8.9
Total consumer loans	140.7		( 4.9 )		1.0		( 3.9 )		( 5.5 )		131.3
Total allowance for credit losses on loans and leases	418.8		( 30.1 )		8.6		( 21.5 )		22.9		420.2
Allowance for unfunded loan commitments	21.8		—		—		—		0.6		22.4
Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments	$	440.6	$	( 30.1 )	$	8.6	$	( 21.5 )	$	23.5	$	442.6
Nine Months Ended September 30, 2024
Commercial real estate	$	166.6	$	( 24.1 )	$	2.1	$	( 22.0 )	$	40.3	$	184.9
Commercial and industrial	87.8		( 18.7 )		9.0		( 9.7 )		0.3		78.4
Commercial leases	21.2		( 0.3 )		0.1		( 0.2 )		0.6		21.6
Other	3.7		( 3.1 )		1.1		( 2.0 )		2.3		4.0
Total commercial loans and leases	279.3		( 46.2 )		12.3		( 33.9 )		43.5		288.9
Direct installment	33.8		( 0.8 )		0.6		( 0.2 )		( 4.4 )		29.2
Residential mortgages	70.5		( 0.3 )		0.2		( 0.1 )		13.8		84.2
Indirect installment	12.8		( 9.6 )		2.1		( 7.5 )		3.7		9.0
Consumer lines of credit	9.2		( 1.0 )		0.6		( 0.4 )		0.1		8.9
Total consumer loans	126.3		( 11.7 )		3.5		( 8.2 )		13.2		131.3
Total allowance for credit losses on loans and leases	405.6		( 57.9 )		15.8		( 42.1 )		56.7		420.2
Allowance for unfunded loan commitments	21.5		—		—		—		0.9		22.4
Total allowance for credit losses on loans and leases and allowance for unfunded loan commitments	$	427.1	$	( 57.9 )	$	15.8	$	( 42.1 )	$	57.6	$	442.6

Following is a summary of changes in the AULC by portfolio segment:

TABLE 5.2


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
(in millions)
Balance at beginning of period	$	21.0	$	21.8	$	21.4	$	21.5
Provision for unfunded loan commitments and letters of credit:
Commercial portfolio	( 0.8 )		0.6		( 1.1 )		1.0
Consumer portfolio	( 0.1 )		—		( 0.2 )		( 0.1 )






Balance at end of period	$	20.1	$	22.4	$	20.1	$	22.4

The model used to calculate the ACL is dependent on the portfolio composition and credit quality, as well as historical experience, current conditions and forecasts of economic conditions and interest rates. Specifically, the following considerations are incorporated into the ACL calculation:

• a third-party macroeconomic forecast scenario;

• a 24-month R&S forecast period for macroeconomic factors with a reversion to the historical mean on a straight-line basis over a 12-month period; and

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

At September 30, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment. For our ACL calculation at September 30, 2025, the macroeconomic variables that we utilized included, but were not limited to: (i) the purchase only Housing Price Index, which increases 3.4 % over our R&S forecast period, (ii) a Commercial Real Estate (CRE) Price Index, which decreases 4.0 % over our R&S forecast period, (iii) S&P Volatility, which increases 91.1 % in 2025 and decreases 19.8 % in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period. While we have not changed our ACL modeling methodology, we continually assess our key macroeconomic variables and their correlation to our historical and expected portfolio performance. During the quarter ended September 30, 2025, we changed certain macroeconomic variables used for ACL modeling purposes as we believe the new variables better correlate to our historical performance over the economic cycles. Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2024 included, but were not limited to: (i) the purchase only Housing Price Index, which increases 7.4 % over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 3.9 % over our R&S forecast period, (iii) S&P Volatility, which increases 34.9 % in 2025 and 2.5 % in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

The ACL on loans and leases of $ 437.3 million at September 30, 2025 increased $ 14.5 million, or 3.4 %, from December 31, 2024. Our ending ACL coverage ratio at September 30, 2025 was 1.25 %, unchanged from December 31, 2024. Total provision for credit losses for the three months ended September 30, 2025 was $ 24.0 million, compared to $ 23.5 million for the same period of 2024. The third quarter of 2025 reflected net charge-offs of $ 19.7 million, or 0.22 % annualized of average total loans, compared to $ 21.5 million, or 0.25 % annualized, in the third quarter of 2024. Total provision for credit losses for the nine months ended September 30, 2025 was $ 67.1 million, compared to $ 57.5 million in the same period of 2024. Net charge-offs were $ 54.0 million, or 0.21 % annualized of average total loans, during the nine months ended September 30, 2025, compared to $ 42.1 million, or 0.17 % annualized, for the same period of 2024.

NOTE 6. LOAN SERVICING

Mortgage Loan Servicing

We retain the servicing rights on certain mortgage loans sold. The unpaid principal balance of mortgage loans serviced for others is listed below:

TABLE 6.1


(in millions)	September 30, 2025		December 31, 2024
Mortgage loans sold with servicing retained	$	6,957	$	6,429

The following table summarizes activity relating to mortgage loans sold with servicing retained:

TABLE 6.2


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Mortgage loans sold with servicing retained	$	415	$	314	$	1,050	$	936
Pre-tax net gains (losses) resulting from above loan sales (1)	8		7		17		18
Mortgage servicing fees (1)	5		4		13		11

(1) Recorded in mortgage banking operations on the Consolidated Statements of Income.

Following is a summary of activity relating to MSRs:

TABLE 6.3


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Balance at beginning of period	$	72.2	$	65.1	$	70.5	$	59.5

Additions	4.6		4.0		10.6		11.8
Payoffs and curtailments	( 1.2 )		( 1.0 )		( 3.3 )		( 2.3 )
Impairment (charge) / recovery	( 0.1 )		( 2.8 )		( 0.1 )		( 2.6 )
Amortization / other	( 1.8 )		( 0.5 )		( 4.0 )		( 1.6 )
Balance at end of period	$	73.7	$	64.8	$	73.7	$	64.8
Fair value, beginning of period	$	85.5	$	78.0	$	86.3	$	71.8
Fair value, end of period	87.0		75.2		87.0		75.2

There was a $ 0.2 million valuation allowance for MSRs at September 30, 2025 and the valuation allowance for MSRs as of December 31, 2024 was $ 0.1 million.

The fair value of MSRs is highly sensitive to changes in assumptions and is determined by estimating the present value of the asset’s future cash flows utilizing market-based prepayment rates, discount rates and other assumptions validated through comparison to trade information, industry surveys and the use of independent third-party valuations. Changes in prepayment speed assumptions have the most significant impact on the fair value of MSRs. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSRs and as interest rates increase, mortgage loan prepayments decline, which results in an increase in the fair value of MSRs. Measurement of fair value is limited to the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

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

TABLE 6.4


(dollars in millions)	September 30, 2025			December 31, 2024
Weighted average life (months)	90			96
Constant prepayment rate (annualized)	8.6		%	7.6		%
Discount rate	10.1		%	10.3		%
Effect on fair value due to change in interest rates:
+2.00%	$	13		$	6
+1.00%	10			5
+0.50%	7			3
+0.25%	4			2
-0.25%	( 4 )			( 2 )
-0.50%	( 7 )			( 5 )
-1.00%	( 13 )			( 11 )
-2.00%	( 23 )			( 20 )
-3.00%	( 41 )			( 34 )

The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse changes in assumptions generally cannot be extrapolated because the relationship of the changes in assumptions to fair value may not be linear. Also, in this table, the effects of an adverse variation in a particular assumption on the fair value of MSRs is calculated without changing any other assumptions, while, in reality, changes in one factor may result in changing another, which may magnify or contract the effect of the change.

NOTE 7. LEASES

We have operating leases primarily for certain branches, office space, land and office equipment. We have finance leases for certain branches. Our operating leases expire at various dates through the year 2046 and generally include one or more options to renew. Our finance leases expire at various dates through the year 2051 and generally include one or more options to renew. The exercise of lease renewal options is at our sole discretion. As of September 30, 2025, we had operating lease right-of-use assets and operating lease liabilities of $ 195.7 million and $ 237.1 million, respectively, including $ 71.4 million in operating right-of-use assets and $ 102.3 million in operating lease liabilities with a related party. As of September 30, 2025, we had finance lease right-of-use assets and finance lease liabilities of $ 32.9 million and $ 35.8 million, respectively.

Our operating lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of September 30, 2025, we have certain operating lease agreements, primarily for administrative office space, that are expected to commence in 2026 with lease terms of up to 20 years. At commencement, it is expected that these leases will add approximately $ 5.0 million in right-of-use assets and $ 5.0 million in other liabilities. In late 2024, the majority of FNB's Pittsburgh-based employees moved into the new headquarters building, consolidating several offices, subsidiaries and support departments under one roof to create opportunities for continued efficiency, collaboration and productivity enhancements. The related party operating lease is accounted for in a manner consistent with all other leases on the basis of the legally enforceable terms and conditions of the lease and the related party represents a VIE for which we are not the primary beneficiary.

The components of lease expense were as follows:

TABLE 7.1


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Operating lease cost	$	10	$	11	$	30	$	30

Variable lease cost	1		1		4		4

Finance lease cost	1		—		3		2
Total lease cost	$	12	$	12	$	37	$	36

Other information related to leases is as follows:

TABLE 7.2


	Nine Months Ended September 30,
(dollars in millions)	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	28		$	25
Operating cash flows from finance leases	$	1		$	1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	19		$	25
Finance leases	$	—		$	4
Weighted average remaining lease term (years):
Operating leases	11			11
Finance leases	17			19
Weighted average discount rate:
Operating leases	4.0		%	3.9		%
Finance leases	3.6		%	3.4		%

Future cash flows of lease liabilities are as follows:

TABLE 7.3


(in millions)	Operating Leases		Finance Leases		Total Leases
September 30, 2025
0 - 12 months	$	36	$	2	$	38
13 - 24 months	32		3		35
25 - 36 months	29		3		32
37 - 48 months	26		3		29
49 - 60 months	24		3		27
Later years	149		34		183
Total lease payments	296		48		344
Less: imputed interest	( 59 )		( 12 )		( 71 )
Present value of lease liabilities	$	237	$	36	$	273

As a lessor we offer commercial leasing services to customers in need of new or used equipment primarily within our market areas of Pennsylvania, Ohio, Maryland, North Carolina, South Carolina and West Virginia. Additional information relating to commercial leasing is provided in Note 4, “Loans and Leases” in the Notes to Consolidated Financial Statements.

NOTE 8. VARIABLE INTEREST ENTITIES

We evaluate our interest in certain entities to determine if these entities meet the definition of a VIE and whether we are the primary beneficiary and required to consolidate the entity based on the variable interest we held both at inception and when there is a change in circumstances that requires a reconsideration.

Unconsolidated VIEs

The following table provides a summary of the assets and liabilities included in our Consolidated Financial Statements, as well as the maximum exposure to losses, associated with our interests related to VIEs for which we hold an interest, but are not the primary beneficiary. Additionally, we have an operating lease with a related party and a maximum exposure to loss of approximately $ 70 million and FNBPA made a construction loan to the same related party. For further information about this unconsolidated VIE, please see Note 7, "Leases."

TABLE 8.1


(in millions)	Total Assets		Total Liabilities		Maximum Exposure to Loss
September 30, 2025
Trust preferred securities (1)	$	3	$	74	$	—
Tax credit partnerships	165		59		165
Other investments	37		—		37
Total	$	205	$	133	$	202
December 31, 2024
Trust preferred securities (1)	$	3	$	73	$	—
Tax credit partnerships	164		68		164
Other investments	34		—		34
Total	$	201	$	141	$	198
(1) Represents our investment in unconsolidated subsidiaries.

Trust-Preferred Securities

We have certain wholly-owned trusts whose assets, liabilities, equity, income and expenses are not included within our Consolidated Financial Statements. These trusts have been formed for the sole purpose of issuing TPS, from which the proceeds are then invested in our junior subordinated debentures, which are reflected in our Consolidated Balance Sheets as junior subordinated debt. The TPS are the obligations of the trusts, and as such, are not consolidated within our Consolidated Financial Statements. For additional information relating to our TPS, see Note 9, “Borrowings” in the Notes to Consolidated Financial Statements.

Each issue of the junior subordinated debentures has an interest rate equal to the corresponding TPS distribution rate. We have the right to defer payment of interest on the debentures at any time, or from time-to-time for a period not exceeding five years provided that no extension period may extend beyond the stated maturity of the related debentures. During any such extension period, distributions to the TPS will also be deferred and our ability to pay dividends on our common stock will be restricted. Periodic cash payments and payments upon liquidation or redemption with respect to TPS are guaranteed by us to the extent of funds held by the trusts. The guarantee ranks subordinate and junior in right of payment to all our indebtedness to the same extent as the junior subordinated debt. The guarantee does not place a limitation on the amount of additional indebtedness that may be incurred by us.

Affordable Housing, Historic and New Market Tax Credit Partnerships

We make equity investments as a limited partner in various partnerships of affordable housing (LIHTC), historic tax credit

(HTC) and new market tax credit (NMTC) programs pursuant to Sections 42, 47 and 45d of the Internal Revenue Code, respectively. The purpose of many of these investments is to support initiatives associated with the Community Reinvestment Act while earning a satisfactory return. The activities of the LIHTC partnerships include the development and operation of multi-family housing that is leased to qualifying residential tenants. HTC partnerships allow us to make investments in projects that involve the rehabilitation of historic structures, often combining our investments with bank financing. NMTC partnerships are designed to channel investments into distressed communities, fostering community development and stimulating economic growth. These tax credit partnerships are generally located in communities where we have a banking presence and meet the definition of a VIE; however, we are not the primary beneficiary of the entities, as the general partner or managing member has both the power to direct the activities that most significantly impact the economic performance of the entities and the obligation to absorb losses beyond our own equity investment.

We apply the proportional amortization method of accounting for our investments in LIHTC, HTC and NMTC partnerships. We record our investment in tax credit partnerships as a component of other assets.

The following table presents the balances of our LIHTC, HTC and NMTC investments and related unfunded commitments:

TABLE 8.2


(in millions)	September 30, 2025		December 31, 2024
Tax credit investments included in other assets	$	106	$	96
Unfunded tax credit investments	59		68

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

TABLE 8.3


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Provision for income taxes:
Amortization of tax credit investments under proportional method	$	6	$	5	$	18	$	16
Tax credits from tax credit investments	( 6 )		( 5 )		( 19 )		( 16 )
Other tax benefits related to tax credit investments	( 1 )		—		( 3 )		( 2 )
Total impact on provision for income taxes	$	( 1 )	$	—	$	( 4 )	$	( 2 )

Other Investments

Other investments we also consider to be unconsolidated VIEs include investments in Small Business Investment Companies and other equity method investments.

NOTE 9. BORROWINGS

Following is a summary of short-term borrowings:

TABLE 9.1


(in millions)	September 30, 2025		December 31, 2024
Securities sold under repurchase agreements	$	158	$	165
Federal Home Loan Bank advances	865		585
Federal funds purchased	750		370
Subordinated notes	132		136
Total short-term borrowings	$	1,905	$	1,256

Borrowings with original maturities of one year or less are classified as short-term. Securities sold under repurchase agreements are comprised of customer repurchase agreements, which are sweep accounts with next-day maturities utilized by larger commercial customers to earn interest on their funds. Securities are pledged to these customers in an amount at least equal to the outstanding balance. Of the total short-term FHLB advances, $ 415.0 million, or 48.0 %, had overnight maturities as of September 30, 2025, compared to $ 335.0 million, or 57.3 %, as of December 31, 2024. At September 30, 2025 and December 31, 2024, none of the short-term FHLB advances were swapped to fixed rates. Federal funds purchased are overnight funds borrowed from other financial institutions. Subordinated notes are unsecured and subordinated to our other indebtedness. The short-term subordinated notes mature within one year .

Following is a summary of long-term borrowings:

TABLE 9.2


(in millions)	September 30, 2025		December 31, 2024
Federal Home Loan Bank advances	$	1,200	$	1,750
Senior notes	498		847
Subordinated notes	84		74
Junior subordinated debt	74		73
Other subordinated debt	243		268
Total long-term borrowings	$	2,099	$	3,012

Our banking affiliate has available credit with the FHLB of $ 12.6 billion, of which $ 9.7 billion was available for borrowing as of September 30, 2025. The outstanding FHLB advances (including both short-term and long-term borrowings) are secured by $ 17.6 billion of loans collateralized by residential mortgages, home equity lines of credit and commercial real estate. The short-term borrowings are scheduled to mature in various amounts periodically through 2026 while the long-term borrowings are scheduled to mature periodically through 2028. Effective interest rates paid on long-term fixed rate FHLB advances held during 2025 ranged from 3.69 % to 4.69 %, and 3.69 % and 4.88 % for the year ended December 31, 2024. The effective interest rate paid on variable rate long-term FHLB advances was Overnight SOFR plus an average spread of 35 basis points for the three months ended September 30, 2025, compared to an average spread of 34 basis points for the year ended December 31, 2024.

The following table provides information relating to our senior notes and other subordinated debt as of September 30, 2025. The subordinated notes are eligible for treatment as tier 2 capital for regulatory capital purposes.

TABLE 9.3


(dollars in millions)	Aggregate Principal Amount Issued		Net Proceeds (5)		Carrying Value		Stated Maturity Date	Interest Rate
Senior Notes:

5.722 % Fixed-To-Floating Rate Senior Notes due December 11, 2030 (1)	$	500	$	497	$	498	12/11/2030	5.722	%
Total senior notes	500		497		498
Other Subordinated Debt:
6.895 % Fixed-To-Floating Rate Subordinated Notes due 2029 (2)	120		118		119		2/14/2029	6.895	%
4.875 % Subordinated Notes due 2025	100		98		100		10/2/2025	4.875	%
7.413 % Fixed-To-Floating Rate Subordinated Notes due December 6, 2028 (3) (4)	25		26		24		12/6/2028	7.413	%


Total other subordinated debt	245		242		243
Total	$	745	$	739	$	741

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

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

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

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

(5) After deducting underwriting discounts and commissions and offering costs. For the debt assumed from acquisitions, this is the fair value of the debt at the time of the acquisition.

During the third quarter of 2025, $ 350.0 million in senior debt that was issued in August 2022 matured. During the second quarter of 2025, we redeemed $ 25.0 million in other subordinated debt assumed from our previous acquisition of UB Bancorp that was set to reprice at a higher interest rate. In October 2025, $ 100.0 million in other subordinated debt that was issued in October 2015 matured.

The junior subordinated debt is comprised of the debt securities issued by FNB, or companies we acquired, in relation to our four unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated VIEs, and are included on the Consolidated Balance Sheets in long-term borrowings. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our Financial Statements. We record the distributions on the junior subordinated debt issued to the Trusts as interest expense.

The following table provides information relating to the Trusts as of September 30, 2025:

TABLE 9.4


(dollars in millions)	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date	Interest Rate		Rate Reset Factor
F.N.B. Statutory Trust II	$	22	$	1	$	22	6/15/2036	5.95	%	SOFR + 165 bps

Yadkin Valley Statutory Trust I	25		1		23		12/15/2037	5.62	%	SOFR + 132 bps
FNB Financial Services Capital Trust I	25		1		24		9/30/2035	5.72	%	SOFR + 146 bps
Patapsco Statutory Trust I	5		—		5		12/15/2035	5.78	%	SOFR + 148 bps


Total	$	77	$	3	$	74

The SOFR rate used for the rate reset factors in the above table is the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points).

Other Credit Availability

Our banking affiliate has additional unused other wholesale credit availability, excluding FHLB, of $ 7.1 billion as of September 30, 2025.

NOTE 10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate risk, primarily by managing the amount, source, and duration of our assets and liabilities, and through the use of derivative instruments. Derivative instruments are used to reduce the effects that changes in interest rates may have on net income and cash flows. We also use derivative instruments to facilitate transactions on behalf of our customers.

All derivatives are carried on the Consolidated Balance Sheets at fair value and do not take into account the effects of master netting arrangements we have with other financial institutions. Credit risk is included in the determination of the estimated fair value of derivatives. Derivative assets are reported in the Consolidated Balance Sheets in other assets while derivative liabilities are reported in other liabilities. Cash flow activity relating to derivative assets and derivative liabilities is reported in the other, net line in operating activities on the Consolidated Statements of Cash Flows. Changes in fair value are recognized in earnings except for certain changes related to derivative instruments designated as part of a cash flow hedging relationship, which are recognized in other comprehensive income.

The following table presents notional amounts and gross fair values of our derivative assets and derivative liabilities which are not offset in the Consolidated Balance Sheets:

TABLE 10.1


	September 30, 2025						December 31, 2024
	Notional		Fair Value				Notional		Fair Value
(in millions)	Amount		Assets		Liabilities		Amount		Assets		Liabilities
Gross Derivatives
Subject to master netting arrangements:
Interest rate contracts – designated	$	1,900	$	14	$	—	$	2,400	$	—	$	6
Interest rate swaps – not designated	6,014		49		56		5,901		96		16

Total subject to master netting arrangements	7,914		63		56		8,301		96		22
Not subject to master netting arrangements:
Interest rate swaps – not designated	6,014		57		161		5,901		16		287
Interest rate lock commitments – not designated	333		6		—		417		1		4
Forward delivery commitments – not designated	407		1		1		486		4		—
Credit risk contracts – not designated	820		—		—		819		—		—

Total not subject to master netting arrangements	7,574		64		162		7,623		21		291
Total	$	15,488	$	127	$	218	$	15,924	$	117	$	313

Certain derivative exchanges have enacted a rule change which in effect results in the legal characterization of variation margin payments for certain derivative contracts as settlement of the derivatives mark-to-market exposure and not collateral. Accordingly, we have changed our reporting of certain derivatives to record variation margin on trades cleared through these exchanges as settled. The daily settlement of the derivative exposure does not change or reset the contractual terms of the instrument.

Derivatives Designated as Hedging Instruments under GAAP

Interest Rate Contracts. We entered into interest rate derivative agreements to modify the interest rate characteristics of certain commercial loans and certain of our FHLB advances from variable rate to fixed rate in order to reduce the impact of changes in future cash flows due to market interest rate changes. These agreements are designated as cash flow hedges, in the form of interest rate swaps and collars, hedging the exposure to variability in expected future cash flows. The derivative’s gain or loss, including any ineffectiveness, is initially reported as a component of other comprehensive income and subsequently reclassified into earnings in the same line item associated with the forecasted transaction when the forecasted transaction affects earnings.

The following table shows amounts reclassified from AOCI:

TABLE 10.2


	Amount of Gain (Loss) Recognized in OCI on Derivatives				Location of Gain (Loss) Reclassified from AOCI into Income	Amount of Gain (Loss) Reclassified from AOCI into Income
	Nine Months Ended September 30,					Nine Months Ended September 30,
(in millions)	2025		2024			2025		2024
Derivatives in cash flow hedging relationships:
Interest rate contracts	$	14	$	( 7 )	Interest income (expense)	$	( 19 )	$	( 30 )

The following table represents gains (losses) recognized in the Consolidated Statements of Income on cash flow hedging relationships:

TABLE 10.3


	Nine months ended September 30,
	2025				2024
(in millions)	Interest Income - Loans and Leases		Interest Expense - Short-Term Borrowings		Interest Income - Loans and Leases		Interest Expense - Short-Term Borrowings
Total amounts of income and expense line items presented in the Consolidated Statements of Income (the effects of cash flow hedges are included in these line items)	$	1,492	$	52	$	1,491	$	90
The effects of cash flow hedging:
Gain (loss) on cash flow hedging relationships:
Interest rate contracts:
Amount of gain (loss) reclassified from AOCI into net income	( 19 )		—		( 37 )		7

As of September 30, 2025, the maximum length of time over which forecasted interest cash flows are hedged is 4.3 years. In the twelve months that follow September 30, 2025, we expect to reclassify from the amount currently reported in AOCI net derivative gains of $ 3.2 million ($ 2.5 million net of tax), in association with interest on the hedged loans. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to September 30, 2025.

There were no components of derivative gains or losses excluded from the assessment of hedge effectiveness related to these cash flow hedges. Also, during the nine months ended September 30, 2025 and 2024, there were no gains or losses from cash flow hedge derivatives reclassified to earnings because it became probable that the original forecasted transactions would not occur.

Derivatives Not Designated as Hedging Instruments under GAAP

A description of interest rate swaps, interest rate lock commitments, forward delivery commitments and credit risk contracts can be found in Note 15, "Derivative Instruments and Hedging Activities" in the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025.

Interest rate swap agreements with loan customers and with the offsetting counterparties are reported at fair value in other assets and other liabilities on the Consolidated Balance Sheets with any resulting gain or loss recorded in current period earnings as other income or other expense.

Risk participation agreements sold with notional amounts totaling $ 623 million as of September 30, 2025 have remaining terms ranging from three months to 16 years. Under these agreements, our maximum exposure assuming a customer defaults on their obligation to perform under certain derivative swap contracts with third parties would be $ 0 at both September 30, 2025 and December 31, 2024. The fair values of risk participation agreements purchased and sold were $ 0.2 million and $ 0.1 million, respectively, at September 30, 2025, and $ 0.1 million and $ 0 , respectively, at December 31, 2024.

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

TABLE 10.4


		Nine Months Ended September 30,
(in millions)	Consolidated Statements of Income Location	2025		2024
Interest rate swaps	Non-interest income - other	$	—	$	—
Interest rate lock commitments	Mortgage banking operations	—		—
Forward delivery contracts	Mortgage banking operations	( 3 )		3
Credit risk contracts	Non-interest income - other	—		—

Counterparty Credit Risk

We are party to master netting arrangements with most of our swap derivative dealer counterparties. Collateral, usually marketable securities and/or cash, is exchanged between FNB and our counterparties, and is generally subject to thresholds and transfer minimums. For swap transactions that require central clearing, we post cash and securities to our clearing agency. Collateral positions are settled or valued daily, and adjustments to amounts received and pledged by us are made as appropriate to maintain proper collateralization for these transactions.

Certain master netting agreements contain provisions that, if violated, could cause the counterparties to request immediate settlement or demand full collateralization under the derivative instrument. If we had breached our agreements with our derivative counterparties we would be required to settle our obligations under the agreements at the termination value and would be required to pay $ 0.9 million as of September 30, 2025 and $ 0.2 million as of December 31, 2024, in excess of amounts previously posted as collateral with the respective counterparty.

The following table presents a reconciliation of the net amounts of derivative assets and derivative liabilities presented in the Consolidated Balance Sheets to the net amounts that would result in the event of offset: Swap derivative transactions with customers are generally secured by rights to non-financial collateral, such as real and personal property, which is not shown in the table below.

TABLE 10.5


							Gross Amounts Not Offset in the Consolidated Balance Sheets
(in millions)	Gross Amount Recognized		Gross Amount Offset in the Consolidated Balance Sheets		Net Amount Presented in the Consolidated Balance Sheets		Financial Instruments Available for Offset		Collateral Received/Pledged		Net Amount
September 30, 2025
Derivative Assets
Subject to master netting arrangement	$	63	$	—	$	63	$	43	$	20	$	—
Not subject to master netting arrangement	57		—		57
Total	$	120	$	—	$	120


Derivative Liabilities
Subject to master netting arrangement	$	56	$	—	$	56	$	43	$	12	$	1
Not subject to master netting arrangement	161		—		161
Total	$	217	$	—	$	217


December 31, 2024
Derivative Assets
Subject to master netting arrangement	$	96	$	—	$	96	$	16	$	80	$	—
Not subject to master netting arrangement	16		—		16
Total	$	112	$	—	$	112


Derivative Liabilities
Subject to master netting arrangement	$	22	$	—	$	22	$	16	$	6	$	—
Not subject to master netting arrangement	287		—		287
Total	$	309	$	—	$	309

NOTE 11. COMMITMENTS, CREDIT RISK AND CONTINGENCIES

We have commitments to extend credit and standby letters of credit that involve certain elements of credit risk in excess of the amount stated in the Consolidated Balance Sheets. Our exposure to credit loss in the event of non-performance by the customer is represented by the contractual amount of those instruments. The credit risk associated with commitments to extend credit and standby letters of credit is essentially the same as that involved in extending loans and leases to customers and is subject to normal credit policies. Since many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Following is a summary of off-balance sheet credit risk information:

TABLE 11.1


(in millions)	September 30, 2025		December 31, 2024
Commitments to extend credit	$	14,595	$	14,283
Standby letters of credit	250		271

At September 30, 2025, funding of 83.2 % of the commitments to extend credit was dependent on the financial condition of the customer. We have the ability to withdraw such commitments at our discretion. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Based on management’s credit evaluation of the customer, collateral may be deemed necessary. Collateral requirements vary and may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

Standby letters of credit are conditional commitments issued by us that may require payment at a future date. The credit risk involved in issuing letters of credit is actively monitored through review of the historical performance of our portfolios.

Our AULC for commitments that are not unconditionally cancellable, which is included in other liabilities on the Consolidated Balance Sheets, was $ 20.1 million at September 30, 2025 and $ 21.4 million at December 31, 2024. Additional information relating to the AULC is provided in Note 5, "Allowance for Credit Losses on Loans and Leases" in the Notes to Consolidated Financial Statements.

In addition to the above commitments, subordinated notes issued by FNB Financial Services, LP, a wholly-owned finance subsidiary, are fully and unconditionally guaranteed by FNB. These subordinated notes are included in the summaries of short-term borrowings and long-term borrowings in Note 9, “Borrowings” in the Notes to Consolidated Financial Statements.

Other Legal Proceedings

In the ordinary course of business, we may assert claims in legal proceedings against another party or parties, and likewise may be named as defendants in, or made parties to, pending and potential legal actions. Also, as regulated entities, we are subject to governmental and regulatory examinations, information-gathering requests, and may be subject to investigations and proceedings (both formal and informal). Such asserted or threatened claims, litigation, investigations, inquiries, regulatory and administrative proceedings typically entail matters that are considered incidental to the normal conduct of business. Claims for significant monetary damages may be asserted in many of these types of legal actions, while claims for disgorgement, reimbursement, restitution, penalties and/or other remedial actions or sanctions may be sought in regulatory matters. In these instances, if we determine that we have meritorious defenses, we will engage in an aggressive defense. However, if management determines, in consultation with counsel, that settlement of a matter is in the best interest of FNB and our shareholders, we may do so. It is inherently difficult to predict the eventual outcomes of such matters given their complexity and the particular facts and circumstances at issue in each of these matters. However, on the basis of our current knowledge and understanding, and advice of counsel, we do not believe that judgments, sanctions, settlement resolutions, regulatory actions, investigations, inquiries, settlements or orders, if any, that have arisen or may arise from these matters (either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage) will have a material adverse effect on our financial position or liquidity, although they could potentially have a material effect on net income in a given period.

In view of the inherent unpredictability of outcomes in litigation and governmental and regulatory matters, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) the matters involve novel legal theories or a large number of parties, as a matter of course, there is considerable uncertainty surrounding the timing or ultimate resolution of litigation and governmental and regulatory matters, including a possible eventual loss, financial or other commitments, fine, restitution, penalty, business or adverse reputational impact, if any, associated with each such matter. In accordance with applicable accounting guidance, we establish accruals for litigation and governmental and regulatory matters when those matters proceed to a stage where they present loss contingencies that are both probable and reasonably estimable. In such cases, there may be a possible exposure to loss in excess of any amounts accrued. We will continue to monitor such matters, including ongoing reviews, examinations, and investigations by banking regulatory agencies and other government authorities, for developments that could affect the amount of the accrual, and will adjust the accrual amount as appropriate. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably

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

On February 5, 2024, we announced that Yadkin Bank and its successor by merger, FNBPA, reached a settlement with the DOJ and the State of North Carolina to resolve their fair lending concerns, which FNBPA disputes, related to the assessment of mortgage lending activities during a four-year period in the Winston-Salem and Charlotte, North Carolina markets that began prior to Yadkin’s merger with FNBPA in March 2017. The settlement includes FNBPA's commitment to provide $ 11.75 million in subsidies on mortgages and home equity loans originated in the Charlotte and Winston-Salem, North Carolina markets beginning in 2024, continuing until the full amount has been deployed. This subsidy amount is part of our existing, previously announced commitment to underserved communities, including the Winston-Salem and Charlotte markets. Importantly, the settlement was not initiated through a referral by a federal bank regulatory agency or consumer complaint, and included no civil money penalties levied against FNBPA.

NOTE 12. STOCK INCENTIVE PLANS

Restricted Stock

We issue restricted stock unit awards to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a three-year vesting period. The grant date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield. We granted 1,413,805 and 1,271,502 restricted stock units during the nine months ended September 30, 2025 and 2024, respectively, including 316,112 and 334,082 performance-based restricted stock units during those same periods, respectively. We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock. As of September 30, 2025, we had 7,550,730 remaining shares available for awards under the Plan.

The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change in control as defined in the award agreements.

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

TABLE 12.1


	Nine Months Ended September 30,
	2025			2024
	Units	Weighted Average Grant Price per Share		Units	Weighted Average Grant Price per Share
Unvested units outstanding at beginning of period	3,571,311	$	13.38	3,502,598	$	12.89
Granted	1,413,805	14.51		1,271,502	14.05

Net adjustment	304,524	—		362,042	—
Vested	( 1,580,678 )	13.48		( 1,520,737 )	12.75
Forfeited/expired/canceled	( 198,227 )	13.15		( 40,377 )	12.42

Unvested units outstanding at end of period	3,510,735	13.90		3,575,028	13.38

The following table provides certain information related to restricted stock units:

TABLE 12.2


	Nine Months Ended September 30,
(in millions)	2025		2024
Stock-based compensation expense	$	15	$	16
Tax benefit related to stock-based compensation expense	3		3
Fair value of units vested	21		19

As of September 30, 2025, there was $ 13.5 million of unrecognized compensation cost related to unvested restricted stock units.

The components of the restricted stock units as of September 30, 2025 are as follows:

TABLE 12.3


(dollars in millions)	Service- Based Units		Performance- Based Units		Total
Unvested restricted stock units	2,547,595		963,140		3,510,735
Unrecognized compensation expense	$	13	$	—	$	13
Intrinsic value	$	41	$	16	$	57
Weighted average remaining life (in years)	1.93		2.12		1.98

NOTE 13. INCOME TAXES

Income Tax Expense

Federal and state income tax expense and the statutory tax rate and the actual effective tax rate consist of the following:

TABLE 13.1


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in millions)	2025			2024			2025			2024
Current income taxes:
Federal taxes	$	29		$	27		$	82		$	74
State taxes	3			2			8			6
Total current income taxes	32			29			90			80
Deferred income taxes:
Federal taxes	8			1			16			15
State taxes	—			—			1			3
Total deferred income taxes	8			1			17			18
Total income taxes	$	40		$	30		$	107		$	98
Statutory federal tax rate	21.0		%	21.0		%	21.0		%	21.0		%
Effective tax rate	21.3			21.4			21.2			21.5

Income tax expense was higher for the nine months ended September 30, 2025, primarily due to higher pre-tax income, partially offset by increased net LIHTC.

Legislative Update

On July 4, 2025, the One Big Beautiful Bill (the Act) was signed into law in the U.S. We have evaluated the impacts of the Act on our Consolidated Financial Statements. We adopted the provisions allowing for 100% bonus depreciation on qualified property placed in service on or after January 20, 2025. The Act also includes other provisions that are effective for tax years beginning after December 31, 2025. While these provisions are not yet effective, we are evaluating their future impact and will recognize the effects of these provisions in the period they become effective or when they materially impact our Consolidated Financial Statements.

Deferred Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and tax purposes. Deferred tax assets and liabilities are measured based on the enacted tax rates that will apply in the years in which the temporary differences are expected to be recovered or paid. Net deferred tax assets were $ 15.2 million and $ 57.9 million at September 30, 2025 and December 31, 2024, respectively. The decline was primarily driven by lower unrealized losses on investment securities available for sale and the effects of 100% bonus depreciation as enacted under the Act.

NOTE 14. OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents changes in AOCI, net of tax, by component:

TABLE 14.1


(in millions)	Unrealized Net Gains (Losses) on Debt Securities Available for Sale		Unrealized Net Gains (Losses) on Derivative Instruments		Unrecognized Pension and Postretirement Obligations		Total
Nine Months Ended September 30, 2025
Balance at beginning of period	$	( 119 )	$	( 15 )	$	( 35 )	$	( 169 )
Other comprehensive income (loss) before reclassifications	65		11		1		77
Amounts reclassified from AOCI	—		15		—		15
Net current period other comprehensive income (loss)	65		26		1		92
Balance at end of period	$	( 54 )	$	11	$	( 34 )	$	( 77 )

The amounts reclassified from AOCI related to debt securities AFS are included in net securities gains (losses) on the Consolidated Statements of Income, while the amounts reclassified from AOCI related to derivative instruments in cash flow hedge programs are generally included in interest income on loans and leases on the Consolidated Statements of Income. The tax (benefit) expense amounts reclassified from AOCI in connection with the debt securities AFS and derivative instruments reclassifications are included in income taxes on the Consolidated Statements of Income.

NOTE 15. EARNINGS PER COMMON SHARE

Basic earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding net of unvested shares of restricted stock.

Diluted earnings per common share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, adjusted for the dilutive effect of potential common shares issuable for stock options and restricted shares, as calculated using the treasury stock method. Adjustments to the weighted average number of shares of common stock outstanding are made only when such adjustments dilute earnings per common share.

The following table sets forth the computation of basic and diluted earnings per common share:

TABLE 15.1


	Three Months Ended September 30,				Nine Months Ended September 30,
( dollars in millions, except per share data)	2025		2024		2025		2024
Net income	$	150	$	110	$	397	$	355
Less: Preferred stock dividends	—		—		—		6
Net income available to common shareholders	$	150	$	110	$	397	$	349
Basic weighted average common shares outstanding	360,562,829		361,272,879		361,232,517		361,425,077
Net effect of dilutive stock options and restricted stock	1,106,789		1,152,649		1,096,952		1,157,928
Diluted weighted average common shares outstanding	361,669,618		362,425,528		362,329,469		362,583,005
Earnings per common share:
Basic	$	0.41	$	0.30	$	1.10	$	0.97
Diluted	$	0.41	$	0.30	$	1.09	$	0.96

There were no anti-dilutive shares for the nine months ended September 30, 2025 and 2024.

NOTE 16. CASH FLOW INFORMATION

Following is a summary of supplemental cash flow information:

TABLE 16.1


	Nine Months Ended September 30,
(in millions)	2025		2024
Interest paid on deposits and other borrowings	$	708	$	720
Income taxes paid	32		42
Transfers of loans to other real estate owned	2		1

Loans transferred to held for sale from portfolio	32		431
Loans transferred to portfolio from held for sale	27		14

We did no t have any restricted cash as of September 30, 2025 and 2024.

NOTE 17. BUSINESS SEGMENTS

We operate in three reportable segments: Community Banking, Wealth Management and Insurance.

• The Community Banking segment provides commercial and consumer banking services. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, business credit, capital markets and lease financing. Consumer banking products and services include deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services.

• The Wealth Management segment provides a broad range of personal and corporate fiduciary services including the administration of decedent and trust estates. In addition, it offers various alternative products, including securities brokerage (under a third-party arrangement) and investment advisory services, mutual funds and annuities.

• The Insurance segment includes a full-service insurance brokerage service offering all lines of commercial and personal insurance through major carriers. The Insurance segment also includes a reinsurer.

The interim segmentation and measurement basis for segment profit and loss as of September 30, 2025 is consistent with December 31, 2024.

The following table provides financial information for these segments of FNB. The information provided under the caption “Parent and Other” represents operations not considered to be reportable segments and/or general operating expenses of FNB, and includes the parent company, other non-bank subsidiaries and eliminations and adjustments to reconcile to the Consolidated Financial Statements.

TABLE 17.1



(in millions)	Community Banking		Wealth Management		Insurance		Parent and Other		Consolidated
At or for the Three Months Ended September 30, 2025
Interest income	$	595	$	—	$	—	$	1	$	596
Interest expense	225		—		—		12		237
Net interest income (loss)	370		—		—		( 11 )		359
Provision for credit losses	24		—		—		—		24
Non-interest income:
Service charges	23		—		—		—		23
Interchange and card transaction fees	13		—		—		—		13
Trust services	—		12		—		—		12
Insurance commissions and fees	—		—		5		—		5
Securities commissions and fees	—		9		—		—		9
Capital markets income	6		—		—		2		8
Mortgage banking operations	9		—		—		—		9
Other	22		—		—		( 3 )		19
Total non-interest income	73		21		5		( 1 )		98
Non-interest expense:
Salaries and employee benefits	117		11		3		—		131
Other	102		3		2		5		112
Total non-interest expense	219		14		5		5		243
Income tax expense (benefit)	42		2		—		( 4 )		40
Net income (loss)	$	158	$	5	$	—	$	( 13 )	$	150

Total assets	$	49,547	$	47	$	31	$	264	$	49,889
Total loans and leases	34,911		—		—		46		34,957
Total deposits	38,894		—		—		( 453 )		38,441
Market value of assets under administration - FNBIA, FNTC and FNIS (1)	—		14,885		—		—		14,885



(in millions)	Community Banking		Wealth Management		Insurance		Parent and Other		Consolidated
At or for the Three Months Ended September 30, 2024
Interest income	$	582	$	—	$	—	$	1	$	583
Interest expense	252		—		—		8		260
Net interest income (loss)	330		—		—		( 7 )		323
Provision for credit losses	23		—		—		—		23
Non-interest income:
Service charges	24		—		—		—		24
Interchange and card transaction fees	13		—		—		—		13
Trust services	—		11		—		—		11
Insurance commissions and fees	—		—		5		—		5
Securities commissions and fees	—		8		—		—		8
Capital markets income	5		—		—		1		6
Mortgage banking operations	5		—		—		—		5
Other	20		—		—		( 3 )		17
Total non-interest income	67		19		5		( 2 )		89
Non-interest expense:
Salaries and employee benefits	112		11		4		( 1 )		126
Other	114		2		1		6		123
Non-interest expense	226		13		5		5		249
Income tax expense (benefit)	32		1		—		( 3 )		30
Net income (loss)	$	116	$	5	$	—	$	( 11 )	$	110

Total assets	$	47,662	$	41	$	32	$	241	$	47,976
Total loans and leases	33,671		—		—		46		33,717
Total deposits	37,112		—		—		( 341 )		36,771
Market value of assets under administration - FNBIA, FNTC and FNIS (1)	—		14,115		—		—		14,115


(in millions)	Community Banking		Wealth Management		Insurance		Parent and Other		Consolidated
At or for the Nine Months Ended September 30, 2025
Interest income	$	1,734	$	—	$	—	$	4	$	1,738
Interest expense	667		—		—		41		708
Net interest income (loss)	1,067		—		—		( 37 )		1,030
Provision for credit losses	67		—		—		—		67
Non-interest income:
Service charges	68		—		—		—		68
Interchange and card transaction fees	39		—		—		—		39
Trust services	—		36		—		—		36
Insurance commissions and fees	—		—		16		—		16
Securities commissions and fees	—		27		—		—		27
Capital markets income	16		—		—		4		20
Mortgage banking operations	22		—		—		—		22
Other	57		—		—		( 8 )		49
Total non-interest income	202		63		16		( 4 )		277
Non-interest expense:
Salaries and employee benefits	352		32		11		1		396

Other	306		10		4		20		340
Total non-interest expense	658		42		15		21		736
Income tax expense (benefit)	116		5		—		( 14 )		107
Net income (loss)	$	428	$	16	$	1	$	( 48 )	$	397

Total assets	$	49,547	$	47	$	31	$	264	$	49,889
Total loans and leases	34,911		—		—		46		34,957
Total deposits	38,894		—		—		( 453 )		38,441
Market value of assets under administration - FNBIA, FNTC and FNIS (1)	—		14,885		—		—		14,885


(in millions)	Community Banking		Wealth Management		Insurance		Parent and Other		Consolidated
At or for the Nine Months Ended September 30, 2024
Interest income	$	1,679	$	—	$	—	$	4	$	1,683
Interest expense	703		—		—		22		725
Net interest income (loss)	976		—		—		( 18 )		958
Provision for credit losses	57		—		—		—		57
Non-interest income:
Service charges	68		—		—		—		68
Interchange and card transaction fees	39		—		—		—		39
Trust services	—		34		—		—		34
Insurance commissions and fees	—		—		18		—		18
Securities commissions and fees	—		24		—		—		24
Capital markets income	15		—		—		2		17
Mortgage banking operations	20		—		—		—		20
Other	52		—		—		( 7 )		45
Total non-interest income	194		58		18		( 5 )		265
Non-interest expense:
Salaries and employee benefits	332		33		11		—		376

Other	313		7		4		13		337
Total non-interest expense	645		40		15		13		713
Income tax expense (benefit)	102		4		1		( 9 )		98
Net income (loss)	$	366	$	14	$	2	$	( 27 )	$	355

Total assets	$	47,662	$	41	$	32	$	241	$	47,976
Total loans and leases	33,671		—		—		46		33,717
Total deposits	37,112		—		—		( 341 )		36,771
Market value of assets under administration - FNBIA, FNTC and FNIS (1)	—		14,115		—		—		14,115

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

NOTE 18. FAIR VALUE MEASUREMENTS

Refer to Note 25, "Fair Value Measurements" to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 for a description of additional valuation methodologies for assets and liabilities measured at fair value on a recurring and non-recurring basis.

The following table presents the balances of assets and liabilities measured at fair value on a recurring basis:

TABLE 18.1


(in millions)	Level 1		Level 2		Level 3		Total
September 30, 2025
Assets Measured at Fair Value
Debt securities available for sale
U.S. Treasury	$	276	$	—	$	—	$	276
U.S. government agencies	—		41		—		41
U.S. GSE	—		332		—		332
Residential MBS:
Agency MBS	—		770		—		770
Agency CMO	—		626		—		626

Agency commercial MBS	—		1,510		—		1,510
States of the U.S. and political subdivisions (municipals)	—		19		—		19
Other debt securities	—		46		—		46
Total debt securities available for sale	276		3,344		—		3,620
Loans held for sale	—		263		—		263
Loans receivable	—		—		78		78





Derivative financial instruments
Trading	—		106		—		106
Not for trading	—		15		6		21
Total derivative financial instruments	—		121		6		127
Total assets measured at fair value on a recurring basis	$	276	$	3,728	$	84	$	4,088
Liabilities Measured at Fair Value
Derivative financial instruments
Trading	$	—	$	217	$	—	$	217
Not for trading	—		1		—		1
Total derivative financial instruments	—		218		—		218
Total liabilities measured at fair value on a recurring basis	$	—	$	218	$	—	$	218


(in millions)	Level 1		Level 2		Level 3		Total
December 31, 2024
Assets Measured at Fair Value
Debt securities available for sale
U.S. Treasury	$	274	$	—	$	—	$	274
U.S. government agencies	—		53		—		53
U.S. GSE	—		300		—		300
Residential MBS:
Agency MBS	—		694		—		694
Agency CMO	—		698		—		698

Agency commercial MBS	—		1,388		—		1,388
States of the U.S. and political subdivisions (municipals)	—		22		—		22
Other debt securities	—		37		—		37
Total debt securities available for sale	274		3,192		—		3,466
Loans held for sale	—		214		—		214
Loans receivable	—		—		53		53





Derivative financial instruments
Trading	—		112		—		112
Not for trading	—		4		1		5
Total derivative financial instruments	—		116		1		117
Total assets measured at fair value on a recurring basis	$	274	$	3,522	$	54	$	3,850
Liabilities Measured at Fair Value
Derivative financial instruments
Trading	$	—	$	303	$	—	$	303
Not for trading	—		6		4		10
Total derivative financial instruments	—		309		4		313
Total liabilities measured at fair value on a recurring basis	$	—	$	309	$	4	$	313

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

TABLE 18.2


(in millions)	Loans Receivable		Interest Rate Lock Commitments		Total
Nine Months Ended September 30, 2025
Balance at beginning of period	$	53	$	1	$	54




Purchases, issuances, sales and settlements:

Issuances	—		6		6

Settlements	—		( 1 )		( 1 )

Transfers into Level 3	25		—		25
Balance at end of period	$	78	$	6	$	84
Year Ended December 31, 2024
Balance at beginning of period	$	—	$	5	$	5




Purchases, issuances, sales and settlements:

Issuances	—		1		1

Settlements	—		( 5 )		( 5 )

Transfers into Level 3	53		—		53
Balance at end of period	$	53	$	1	$	54

We review fair value hierarchy classifications on a quarterly basis. Changes in the observability of the valuation attributes may result in reclassification of certain financial assets or liabilities. Such reclassifications are reported as transfers in/out of Level 3 at fair value at the beginning of the period in which the changes occur. During the first nine months of 2025, $ 24.6 million was transferred to loans receivable measured using the fair value option at Level 3, compared to $ 49.2 million during the first nine months of 2024.

From time to time, we measure certain assets at fair value on a non-recurring basis. These adjustments to fair value usually result from the application of the lower of cost or fair value accounting or write-downs of individual assets. Valuation methodologies used to measure these fair value adjustments were described in Note 25, "Fair Value Measurements" to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K . For assets measured at fair value on a non-recurring basis still held at the Balance Sheet date, the following table provides the hierarchy level and the fair value of the related assets or portfolios:

TABLE 18.3


(in millions)	Level 1		Level 2		Level 3		Total
September 30, 2025
Collateral dependent loans	$	—	$	—	$	91	$	91

Other assets - MSRs	—		—		1		1
Other assets - SBA servicing asset	—		—		1		1

December 31, 2024
Collateral dependent loans	$	—	$	—	$	105	$	105

Other assets - MSRs	—		—		1		1
Other assets - SBA servicing asset	—		—		1		1
Other real estate owned	—		—		2		2

The fair value amounts for collateral dependent loans and OREO in the table above were estimated at a date during the nine months or twelve months ended September 30, 2025 and December 31, 2024, respectively. Consequently, the fair value information presented is not necessarily as of the period’s end. Collateral dependent loans measured or re-measured at fair value on a non-recurring basis during the nine months ended September 30, 2025 had a carrying amount of $ 91.1 million, which

includes an allocated ACL of $ 24.6 million. The ACL includes a provision applicable to the current period fair value measurements of $ 41.4 million, which was included in provision for credit losses for the nine months ended September 30, 2025.

MSRs measured at fair value on a non-recurring basis had a carrying value of $ 1.3 million, and a valuation allowance of $ 0.2 million as of September 30, 2025. The valuation allowance includes a provision of $ 0.1 million included in earnings for 2025.

Fair Value of Financial Instruments

Refer to Note 25, "Fair Value Measurements" to the Consolidated Financial Statements included in our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 for a description of methods and assumptions that were used to estimate the fair value of each financial instrument.

The fair values of our financial instruments are as follows:

TABLE 18.4


					Fair Value Measurements
(in millions)	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
September 30, 2025
Financial Assets
Cash and cash equivalents	$	2,413	$	2,413	$	2,413	$	—	$	—
Debt securities available for sale	3,620		3,620		276		3,344		—
Debt securities held to maturity	4,049		3,838		1		3,837		—
Net loans and leases, including loans held for sale	34,798		34,190		—		263		33,927
Loan servicing rights	75		88		—		—		88

Derivative assets	127		127		—		121		6
Accrued interest receivable	165		165		165		—		—
Financial Liabilities
Deposits	38,441		38,415		30,886		7,529		—
Short-term borrowings	1,905		1,906		1,906		—		—
Long-term borrowings	2,099		2,014		—		1,202		812
Derivative liabilities	218		218		—		218		—
Accrued interest payable	62		62		62		—		—
December 31, 2024
Financial Assets
Cash and cash equivalents	$	2,419	$	2,419	$	2,419	$	—	$	—
Debt securities available for sale	3,466		3,466		274		3,192		—
Debt securities held to maturity	3,979		3,644		1		3,643		—
Net loans and leases, including loans held for sale	33,734		32,648		—		214		32,434
Loan servicing rights	72		88		—		—		88

Derivative assets	117		117		—		116		1
Accrued interest receivable	164		164		164		—		—
Financial Liabilities
Deposits	37,107		37,070		29,607		7,463		—
Short-term borrowings	1,256		1,256		1,256		—		—
Long-term borrowings	3,012		3,004		—		1,748		1,256
Derivative liabilities	313		313		—		309		4
Accrued interest payable	65		65		65		—		—

ITEM 2. 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 nine-month periods ended September 30, 2025 and 2024. This MD&A should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained herein and our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025. Our results of operations for the nine months ended September 30, 2025 are not necessarily indicative of results expected for the full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

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.

There are various important factors that could cause future results to differ materially from historical performance and any forward-looking statements. Factors that might cause such differences, include, but are not limited to:

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

• the volatility of the mortgage banking business;

• changes in market interest rates, the U.S. federal government shutdown and the unpredictability of monetary, tax and other policies of government agencies, 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 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;

• the risk associated with uninsured deposit account balances;

• regulatory limits on our ability to receive dividends from our subsidiaries and pay dividends to our shareholders;

• our ability to recruit and retain qualified banking professionals;

• the financial soundness of other financial institutions and the impact of volatility in the banking sector on us;

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

• our ability to continue to invest in technological improvements as they become appropriate or necessary;

• any interruption in or breach in security of our information systems, or other cybersecurity risks;

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

• risks associated with the use of models, estimations and assumptions in our business;

• the effects of adverse weather events and public health emergencies;

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

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

• our ability to comply with the consent orders entered into by FNBPA with the DOJ and the North Carolina State Department of Justice, and related costs and potential reputational harm;

• changes in federal, state or local tax rules and regulations or interpretations, or accounting policies, standards and interpretations;

• the effects of climate change and related legislative and regulatory initiatives; and

• any reputation, credit, interest rate, market, operational, litigation, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above.

We caution that the risks identified here are not exhaustive of the types of risks that may adversely impact us and actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties described under Item 1A. Risk Factors and the Risk Management sections of our 2024 Annual Report on Form 10-K (including the MD&A section), our subsequent 2025 Quarterly Reports on Form 10-Q (including the risk factors and risk management discussions) and our other 2025 filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/about-us/investor-information/reports-and-filings or the SEC's website at www.sec.gov. We have included our web address as an inactive textual reference only. Information on our website is not part of our SEC filings.

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 disclaim any obligation, to update 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.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

A description of our critical accounting policies is included in the MD&A section of our 2024 Annual Report on Form 10-K filed with the SEC on February 27, 2025 under the heading “Application of Critical Accounting Policies”. There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2024.

USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS

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, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, operating non-interest expense, pre-provision net revenue (reported), operating pre-provision net revenue, 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.

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”.

Management believes certain items (e.g., FDIC special assessment) are not organic to running our operations and facilities. These items are considered significant items impacting earnings as they are deemed to be outside of ordinary banking activities. These costs are specific to each individual transaction and may vary significantly based on the size and complexity of the transaction.

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). Taxable-equivalent amounts for 2025 and 2024 were calculated using a federal statutory income tax rate of 21%.

FINANCIAL SUMMARY

Net income available to common shareholders for the third quarter of 2025 was $149.5 million, or $0.41 per diluted common share. Comparatively, third quarter of 2024 net income available to common shareholders totaled $110.1 million, or $0.30 per diluted common share. On an operating basis, earnings per diluted common share (non-GAAP) was $0.41 for the third quarter of 2025, excluding $(2.3) million (pre-tax) of significant items impacting earnings per diluted common share, while the third quarter of 2024 was $0.34, excluding $15.3 million (pre-tax) of significant items impacting earnings.

We reported record earnings per diluted common share of $0.41, an increase of 14% from the prior quarter, with record total revenue of $457 million principally driven by growth in net interest income, margin expansion and record non-interest income. Pre-provision net revenue (non-GAAP) grew 11% linked-quarter contributing to positive operating leverage and an efficiency ratio (non-GAAP) of 52% in the top-quartile on a peer relative basis. Our growing profitability further strengthened capital levels to all-time highs with a CET1 regulatory capital ratio of 11.1%, tangible book value per common share (non-GAAP) growth of 11% year-over-year and a return on tangible common equity ratio (non-GAAP) of 15%. Our performance is supported by our consistent underwriting standards and proactive credit risk management actions, which led to continued solid credit results for the quarter including a 7.3% decline in criticized loans from the prior quarter.

Income Statement Highlights

• Net interest income totaled a record $359.3 million, an increase of $12.1 million, or 3.5%, from the prior quarter, primarily due to growth in earning assets, lower cost of funds and the impact of one more day in the current quarter.

• On a linked-quarter basis, the net interest margin (FTE) (non-GAAP) increased 6 basis points to 3.25%, reflecting a 3 basis point improvement in the total yield on earning assets (non-GAAP) and a 3 basis point decline in the total cost of funds.

• The provision for credit losses was $24.0 million, a decrease of $1.6 million from the prior quarter, with net charge-offs of $19.7 million, or 0.22% annualized of total average loans, compared to $21.8 million, or 0.25% annualized, in the prior quarter, reflecting continued proactive management of the loan portfolio.

• Non-interest income totaled a record $98.2 million, an increase of $7.2 million, or 7.9%, from the prior quarter, benefiting from our diversified business model and related revenue generation.

• Pre-provision net revenue (non-GAAP) totaled $213.9 million, an 11.4% increase from the prior quarter, driven by continued strong non-interest income generation, growth in net interest income and well-managed non-interest expense.

Balance Sheet Highlights

• For the quarter ending September 30, 2025 average loans and leases totaled $34.8 billion, an increase of $1.0 billion, or 3.0%, over the quarter ending September 30, 2024, primarily driven by consumer loan growth of $994.7 million.

• Average deposits totaled $37.9 billion, an increase of $2.3 billion, or 6.4%, as the growth in average interest-bearing demand deposits of $2.1 billion, average time deposits of $261.3 million and average non-interest-bearing demand deposits of $38.2 million more than offset the decline in average savings deposits of $155.9 million.

• On a linked-quarter basis, average loans and leases increased 3.6% annualized, and average deposits increased 8.2% annualized.

• The loan-to-deposit ratio was 91% at September 30, 2025, a slight improvement compared to 92% for both June 30, 2025 and September 30, 2024.

• The ratio of non-performing loans plus OREO to total loans and leases plus OREO increased 3 basis points from the prior quarter to 0.37%. The ratio was 0.39%, or a decrease of 2 basis points compared to September 30, 2024. Total delinquency decreased 14 basis points to 0.65%, compared to 0.79% at September 30, 2024, and increased 3 basis points 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 $437.3 million, an increase of $17.1 million compared to September 30, 2024, 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 $11.48 increased 11.1% compared to September 30, 2024, and 3.1% compared to June 30, 2025. AOCI reduced the tangible book value per common share (non-GAAP) by $0.22 as of September 30, 2025, primarily due to the impact of unrealized losses on AFS securities, compared to a reduction of $0.43 as of September 30, 2024, and $0.26 as of June 30, 2025.

• Record capital levels with the CET1 capital ratio at 11.1% compared to 10.4% at September 30, 2024, and 10.8% at June 30, 2025. The tangible common equity to tangible assets ratio (non-GAAP) was also a record at 8.7%, compared to 8.2% at September 30, 2024, and 8.5% at June 30, 2025.

• During the third quarter of 2025, we repurchased $12 million, or 0.8 million shares, of our common stock at a weighted average share price of $15.50 while maintaining capital above stated operating levels and supporting loan growth in the quarter.

TABLE 1


	Three Months Ended September 30,
Quarterly Results Summary	2025			2024
Reported results
Net income available to common shareholders (millions)	$	149.5		$	110.1
Earnings per diluted common share	0.41			0.30
Book value per common share	18.52			17.38
Operating results (non-GAAP)
Operating net income available to common shareholders (millions)	147.7			122.2
Operating earnings per diluted common share	0.41			0.34
Average diluted common shares outstanding (thousands)	361,670			362,426
Significant items impacting earnings (1) (millions)







Pre-tax FDIC assessment reduction	$	2.3		$	—
After-tax impact of FDIC assessment reduction	1.8			—


Pre-tax software impairment	—			(3.7)
After-tax impact of software impairment	—			(2.9)
Pre-tax loss related to indirect auto loan sale	—			(11.6)
After-tax impact of loss related to indirect auto loan sale	—			(9.1)
Total significant items pre-tax	$	2.3		$	(15.3)
Total significant items after-tax	$	1.8		$	(12.0)
Capital measures
CET1 capital ratio	11.07		%	10.44		%
Tangible common equity to tangible assets (non-GAAP)	8.69			8.17
Tangible book value per common share (non-GAAP)	$	11.48		$	10.33

	Nine Months Ended September 30,
Year-to-Date Results Summary	2025			2024
Reported results
Net income available to common shareholders (millions)	$	396.7		$	349.5
Earnings per diluted common share	1.09			0.96
Operating results (non-GAAP)
Operating net income available to common shareholders (millions)	394.9			368.5
Operating earnings per diluted common share	1.09			1.02
Average diluted common shares outstanding (thousands)	362,329			362,583
Significant items impacting earnings (1) (millions)
Preferred dividend equivalent at redemption	$	—		$	(4.0)




Pre-tax branch consolidation costs	—			(1.2)
After-tax impact of branch consolidation costs	—			(0.9)
Pre-tax FDIC assessment	2.3			(5.2)
After-tax impact of FDIC assessment	1.8			(4.1)


Pre-tax software impairment	—			(3.7)
After-tax impact of software impairment	—			(2.9)
Pre-tax loss related to indirect auto loan sales	—			(9.0)
After-tax impact of loss related to indirect auto loan sales	—			(7.1)

Total significant items after-tax	$	1.8		$	(19.0)
(1) Favorable (unfavorable) impact on earnings

RESULTS OF OPERATIONS

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

Net income available to common shareholders for the three months ended September 30, 2025 was $149.5 million, or $0.41 per diluted common share, compared to $110.1 million, or $0.30 per diluted common share, for the three months ended September 30, 2024. On an operating basis, third quarter of 2025 earnings per diluted common share (non-GAAP) was $0.41, excluding $(2.3) million (pre-tax) of significant items impacting earnings. By comparison, third quarter of 2024 earnings per diluted common share (non-GAAP) was $0.34 on an operating basis, excluding the $11.6 million (pre-tax) loss on indirect auto loan sale and $3.7 million (pre-tax) software impairment.

Net interest income totaled $359.3 million, an increase of $35.9 million, or 11.1%, 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 17 basis points to 3.25%. The provision for credit losses was $24.0 million, compared to $23.4 million. Non-interest income increased $8.5 million, or 9.5%, primarily due to increases in mortgage banking operations income, capital markets income, wealth management revenue and other non-interest income. Non-interest expense for the third quarter of 2025 decreased $5.9 million, or 2.4%. On an operating basis, non-interest expense (non-GAAP) increased $11.6 million, or 5.0%, when excluding significant items of $(2.3) million in the third quarter of 2025 and $15.3 million in the same quarter of 2024.

Financial highlights are summarized below:

TABLE 2


	Three Months Ended September 30,				$		%
(dollars in thousands, except per share data)	2025		2024		Change		Change
Net interest income	$	359,272	$	323,329	$	35,943	11.1	%
Provision for credit losses	23,991		23,438		553		2.4
Non-interest income	98,170		89,688		8,482		9.5
Non-interest expense	243,535		249,431		(5,896)		(2.4)
Income taxes	40,407		30,045		10,362		34.5
Net income	$	149,509	$	110,103	$	39,406	35.8	%
Earnings per common share – Basic	$	0.41	$	0.30	$	0.11	36.7	%
Earnings per common share – Diluted	0.41		0.30		0.11		36.7
Cash dividends per common share	0.12		0.12		—		—

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

TABLE 3


	Three Months Ended September 30,
	2025			2024
Return on average equity	9.02		%	7.10		%
Return on average tangible common equity (1)	14.94			12.43
Return on average assets	1.20			0.92
Return on average tangible assets (1)	1.29			1.01
Equity to assets	13.30			13.02
Average equity to average assets	13.28			13.01
Tangible common equity to tangible assets (1)	8.69			8.17
CET1 capital ratio	11.07			10.44
Dividend payout ratio	29.05			39.58
Book value per common share	$	18.52		$	17.38
Tangible book value per common share (1)	11.48			10.33

(1) Non-GAAP

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:

TABLE 4


	Three Months Ended September 30,
	2025						2024
(dollars in thousands)	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate
Assets
Interest-bearing deposits with banks	$	1,738,570	$	18,286	4.17	%	$	1,003,513	$	11,276	4.47	%

Taxable investment securities (1)	6,611,222		59,506		3.60		6,177,736		48,317		3.13
Tax-exempt investment securities (1)(2)	1,003,661		8,742		3.48		1,023,050		8,816		3.45
Loans held for sale	312,034		5,480		7.02		300,326		5,729		7.61
Loans and leases (2)(3)	34,814,280		507,107		5.79		33,802,701		511,564		6.03
Total interest-earning assets (2)	44,479,767		599,121		5.36		42,307,326		585,702		5.51
Cash and due from banks	415,030						414,536
Allowance for credit losses	(440,868)						(427,826)
Premises and equipment	560,685						501,588
Other assets	4,504,231						4,620,414
Total assets	$	49,518,845					$	47,416,038
Liabilities
Deposits:
Interest-bearing demand	$	17,364,490	111,572		2.55		$	15,215,815	108,762		2.84
Savings	3,125,868		7,586		0.96		3,281,732		10,406		1.26
Certificates and other time	7,495,691		68,409		3.62		7,234,412		79,868		4.39
Total interest-bearing deposits	27,986,049		187,567		2.66		25,731,959		199,036		3.08
Short-term borrowings	1,682,747		17,764		4.16		2,345,960		29,934		5.06
Long-term borrowings	2,511,652		31,369		4.96		2,314,914		30,473		5.24
Total interest-bearing liabilities	32,180,448		236,700		2.92		30,392,833		259,443		3.39
Non-interest-bearing demand deposits	9,905,230						9,867,006
Total deposits and borrowings	42,085,678				2.23		40,259,839				2.56
Other liabilities	856,542						985,545
Total liabilities	42,942,220						41,245,384
Shareholders’ equity	6,576,625						6,170,654
Total liabilities and shareholders’ equity	$	49,518,845					$	47,416,038
Net interest-earning assets	$	12,299,319					$	11,914,493
Net interest income (FTE) (2)			362,421						326,259
Tax-equivalent adjustment			(3,149)						(2,930)
Net interest income			$	359,272					$	323,329
Net interest spread					2.44	%					2.12	%
Net interest margin (2)					3.25	%					3.08	%

(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) increased $36.2 million, or 11.1%, primarily due to growth in earning assets, lower total average borrowings and lower deposit costs, partially offset by lower yields on earning assets. Average earning assets of $44.5 billion increased $2.2 billion, or 5.1%, primarily driven by an increase in average loans and leases. Average interest-bearing liabilities of $32.2 billion increased $1.8 billion, or 5.9%, driven by an increase of $2.3 billion in average interest-bearing deposits, which supported the growth in earning assets. Our net interest margin FTE (non-GAAP) increased 17 basis points on a year-over-year basis to 3.25%. The yield on earning assets (non-GAAP) decreased 15 basis points to 5.36%, driven by a 24 basis point decline in yields on loans to 5.79%, reflecting reduced interest rate levels as the FOMC lowered the target Federal Funds interest rate by 125 basis points between August 2024 and September 30, 2025, offset by a 41 basis point increase in yields on investment securities to 3.58% partially due to the AFS securities sold in November 2024 as part of our balance sheet repositioning. Total cost of funds decreased 33 basis points to 2.23% with a 42 basis point decrease in interest-bearing deposit costs to 2.66% and a 51 basis point decrease in total borrowing costs, inclusive of the December 2024 offering of $500 million of 5.722% fixed-rate/floating rate senior notes and the August 2025 maturity of $350 million of 5.150% senior notes.

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 September 30, 2025, compared to the three months ended September 30, 2024:

TABLE 5


(in thousands)	Volume		Rate		Net
Interest Income (1)
Interest-bearing deposits with banks	$	7,767	$	(757)	$	7,010

Investment securities (2)	3,970		7,145		11,115
Loans held for sale	212		(461)		(249)
Loans and leases (2)	9,492		(13,949)		(4,457)
Total interest income (2)	21,441		(8,022)		13,419
Interest Expense (1)
Deposits:
Interest-bearing demand	21,073		(18,263)		2,810
Savings	(1,007)		(1,813)		(2,820)
Certificates and other time	2,213		(13,672)		(11,459)
Short-term borrowings	(8,939)		(3,231)		(12,170)
Long-term borrowings	2,680		(1,784)		896
Total interest expense	16,020		(38,763)		(22,743)
Net change (2)	$	5,421	$	30,741	$	36,162

(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.

Interest income on an FTE basis (non-GAAP) of $599.1 million for the third quarter of 2025, increased $13.4 million, or 2.3%, from the same quarter of 2024, resulting from an increase in average earning assets of $2.2 billion. The increase in average earning assets was primarily driven by a $1.0 billion, or 3.0%, increase in average loans and leases and an increase of $735.1 million in average interest-bearing deposits with banks. Average consumer loans increased $994.7 million, or 7.9%, with a $1.1 billion increase in residential mortgage loans largely due to the continued successful execution in key markets by our mortgage banker team and our long-standing strategy of serving the purchase market. This growth was partially offset by a decrease in average indirect auto loans of $222.3 million reflecting the sale of $431 million that closed in September of 2024. Average commercial loan growth of $16.8 million, or 0.1%, reflected by increases of $4.5 million in commercial and industrial loans and $100.9 million in commercial leases, partially offset by a decrease of $100.9 million in commercial real estate loans. The increase in average commercial loans and leases was driven by growth in the North Carolina and Cleveland markets, offset by

higher attrition levels driven by activity in the secondary market. The yield on average earning assets (non-GAAP) decreased 15 basis points to 5.36% for the third quarter of 2025, primarily due to a 24 basis point decrease in yields on loans to 5.79%, offset by a 41 basis point increase in yields on investment securities to 3.58%, benefiting from balance sheet restructuring activities in 2024.

Interest expense of $236.7 million for the third quarter of 2025 decreased $22.7 million from the same quarter of 2024, primarily due to lower overall cost of funds and lower average borrowings. The growth in average interest-bearing demand deposits of $2.1 billion, average time deposits of $261.3 million and average non-interest-bearing demand deposits of $38.2 million more than offset the decline in average savings deposits of $155.9 million as customers continued to migrate balances into higher-yielding products. The growth in average total deposits reflected organic growth in new and existing customer relationships. Average short-term borrowings decreased $663.2 million, or 28.3%, primarily reflecting a decrease in FHLB borrowings as a result of our organic deposit growth. Average long-term borrowings increased $196.7 million, or 8.5%, primarily reflecting the December 2024 issuance of $500 million in senior notes due in 2030, partially offset by the maturity of $350 million in senior notes in August 2025. The total cost of funds decreased 33 basis points to 2.23% with a 42 basis point decrease in interest-bearing deposit costs to 2.66%, and a decrease of 51 basis points in total borrowing costs.

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:

TABLE 6


	Three Months Ended September 30,						$		%
(dollars in thousands)	2025			2024			Change		Change
Provision for credit losses on loans and leases	$	24,889		$	22,850		$	2,039	8.9	%
Provision for unfunded loan commitments	(859)			601			(1,460)		n/m
Total provision for credit losses on loans and leases	24,030			23,451			579		2.5
Provision for investment securities	(39)			(13)			(26)		n/m
Total provision for credit losses	$	23,991		$	23,438		$	553	2.4	%
Net loan charge-offs	$	19,691		$	21,450		$	(1,759)	(8.2)	%
Net loan charge-offs (annualized) / total average loans and leases	0.22		%	0.25		%
n/m - not meaningful

Provision for credit losses for the third quarter of 2025 reflected net charge-offs of $19.7 million, or 0.22% annualized of total average loans, compared to $21.5 million, or 0.25% annualized, in the third quarter of 2024, reflecting continued proactive management of the loan portfolio and the utilization of previously established reserves. 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 September 30, 2025 and 2024 is presented in the following table:

TABLE 7


	Three Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Service charges	$	23,191	$	24,024	$	(833)	(3.5)	%
Interchange and card transaction fees	13,424		12,922		502		3.9
Trust services	11,647		11,120		527		4.7
Insurance commissions and fees	4,495		5,118		(623)		(12.2)
Securities commissions and fees	8,868		7,876		992		12.6
Capital markets income	7,875		6,194		1,681		27.1
Mortgage banking operations	9,183		5,540		3,643		65.8
Dividends on non-marketable equity securities	6,110		6,560		(450)		(6.9)
Bank owned life insurance	4,208		6,470		(2,262)		(35.0)
Net securities gains (losses)	—		(28)		28		n/m

Other	9,169		3,892		5,277		135.6
Total non-interest income	$	98,170	$	89,688	$	8,482	9.5	%
n/m - not meaningful

Total non-interest income increased by $8.5 million, or 9.5%, to a record of $98.2 million for the third quarter of 2025, compared to $89.7 million for the third quarter of 2024. The variances in the individual non-interest income items are explained in the following paragraphs.

Wealth management revenues increased $1.5 million, or 8.0%, as securities commissions and fees and trust services income increased 12.6% and 4.7%, respectively, through continued strong contributions across the geographic footprint and a $0.8 billion, or 5.5%, increase in the market value of assets under administration to $14.9 billion at September 30, 2025.

Capital markets income increased $1.7 million, or 27.1%, driven by record debt capital markets and international banking income, as well as contributions from customer swap activity, syndications, public finance and advisory services.

Mortgage banking operations income increased $3.6 million, or 65.8%, due to strong sold loan volumes, net positive fair value adjustments from pipeline hedging activity and an MSR impairment of $2.8 million in the third quarter of 2024. Mortgage sold production increased 21% from the year-ago quarter.

BOLI income decreased $2.3 million, or 35.0%, reflecting lower life insurance claims.

Other non-interest income increased $5.3 million, or 135.6%, primarily due to a $5.4 million recovery on an other asset previously written off as part of the 2017 Yadkin Financial Corporation acquisition.

Non-Interest Expense

The breakdown of non-interest expense for the three months ended September 30, 2025 and 2024 is presented in the following table:

TABLE 8


	Three Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Salaries and employee benefits	$	131,575	$	126,066	$	5,509	4.4	%
Net occupancy	19,161		22,384		(3,223)		(14.4)
Equipment	25,662		23,469		2,193		9.3

Outside services	26,033		24,383		1,650		6.8
Marketing	5,517		6,023		(506)		(8.4)
FDIC insurance	6,351		10,064		(3,713)		(36.9)
Bank shares and franchise taxes	3,959		3,931		28		0.7

Other	25,277		33,111		(7,834)		(23.7)
Total non-interest expense	$	243,535	$	249,431	$	(5,896)	(2.4)	%

Total non-interest expense of $243.5 million for the third quarter of 2025 decreased $5.9 million, or 2.4%, from the same period of 2024. Non-interest expense increased $11.6 million, or 5.0%, when excluding significant items of $(2.3) million in the third quarter of 2025 and $15.3 million in the same quarter of 2024. The variances in the individual non-interest expense items are explained in the following paragraphs.

Salaries and employee benefits of $131.6 million increased $5.5 million, or 4.4%, primarily reflecting strategic hiring, continued investments in our risk management infrastructure and higher production-related compensation.

Net occupancy and equipment of $44.8 million decreased $1.0 million, or 2.2%, as the costs associated with technology-related investments and de novo branch expansion were more than offset by the software impairment charge of $3.7 million incurred during the third quarter of 2024.

FDIC insurance decreased $3.7 million, or 36.9%, largely due to the $2.3 million reduction in the FDIC special assessment related to the replenishment of the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023 based on loss information at that time provided by the FDIC.

Other non-interest expense decreased $7.8 million, or 23.7%, primarily due to the $11.6 million loss on indirect auto loan sale in the third quarter of 2024, partially offset in the third quarter of 2025 by the impact of Community Uplift, a mortgage down payment assistance program that also includes commitments from our previously announced settlement agreement with the DOJ.

The following table presents non-interest expense excluding significant items for the three months ended September 30, 2025 and 2024:

TABLE 9


	Three Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Total non-interest expense, as reported	$	243,535	$	249,431	$	(5,896)	(2.4)	%
Significant items:




FDIC special assessment	2,272		—		2,272
Software impairment	—		(3,690)		3,690
Loss related to indirect auto loan sale	—		(11,572)		11,572
Total non-interest expense, excluding significant items (1)	$	245,807	$	234,169	$	11,638	5.0	%

(1) Non-GAAP

Income Taxes

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

TABLE 10


	Three Months Ended September 30,
(dollars in thousands)	2025			2024
Income tax expense	$	40,407		$	30,045
Effective tax rate	21.3		%	21.4		%
Statutory federal tax rate	21.0			21.0

Income tax expense was higher for the third quarter of 2025 primarily due to higher pre-tax income.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

Net income available to common shareholders for the first nine months of 2025 was $396.7 million, or $1.09 per diluted common share, compared to $349.5 million, or $0.96 per diluted common share for the first nine months of 2024. On an operating basis (non-GAAP), net income available to common shareholders for the first nine months of 2025 was $394.9 million, or $1.09 per diluted common share, compared to $368.5 million or $1.02 per diluted common share for the first nine months of 2024.

Net interest income totaled $1.0 billion, an increase of $72.1 million, or 7.5%, compared to $958.2 million, reflecting growth in earning assets, partially offset by balance growth in higher yielding deposit products. The net interest margin (FTE) (non-GAAP) increased 5 basis points to 3.16%. Total cost of funds decreased 19 basis points to 2.27% with a 26 basis point decrease in interest-bearing deposit costs to 2.69% and a 34 basis point decrease in total borrowing costs. The yield on earning assets (non-GAAP) declined 14 basis points to 5.31%, driven by a 22 basis point decline in yields on loans to 5.75%, offset by a 35 basis point increase in yields on investment securities to 3.48%, benefiting from balance sheet restructuring activities in 2024. The provision for credit losses for the first nine months of 2025 totaled $67.1 million, compared to $57.5 million. Net charge-offs for the first nine months of 2025 totaled $54.0 million, or 0.21% annualized of total average loans, compared to $42.1 million, or 0.17% annualized. Non-interest income totaled $277.0 million, compared to $265.5 million, reflecting increased mortgage banking operations income, capital markets income, wealth management revenue and other non-interest income. Non-interest expense totaled $736.6 million, increasing $23.4 million, or 3.3%. On an operating basis (non-GAAP), non-interest expense increased $44.8 million, or 6.5%, compared to the first nine months of 2024 as the year-ago period included significant items impacting earnings of $19.1 million. S alaries and benefits increased $20.4 million, or 5.4%, primarily reflecting strategic hiring, continued investments in our risk management infrastructure and higher production-related compensation. Additionally, net occupancy and equipment expense increased $5.6 million, or 4.2%, and outside services increased $7.2 million, or 10.2%, offset by an FDIC insurance expense decline of $8.9 million due to the special assessment expense of $5.2 million in 2024, combined with the $2.3 million reduction to the special assessment in the third quarter of 2025.

Financial highlights are summarized below:

TABLE 11


	Nine Months Ended September 30,				$		%
(dollars in thousands, except per share data)	2025		2024		Change		Change
Net interest income	$	1,030,313	$	958,227	$	72,086	7.5	%
Provision for credit losses	67,081		57,517		9,564		16.6
Non-interest income	276,951		265,472		11,479		4.3
Non-interest expense	736,571		713,139		23,432		3.3
Income taxes	106,918		97,572		9,346		9.6
Net income	396,694		355,471		41,223		11.6
Less: Preferred stock dividends	—		6,005		(6,005)		(100.0)
Net income available to common shareholders	$	396,694	$	349,466	$	47,228	13.5	%
Earnings per common share – Basic	$	1.10	$	0.97	$	0.13	13.4	%
Earnings per common share – Diluted	1.09		0.96		0.13		13.5
Cash dividends per common share	0.36		0.36		—		—

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

TABLE 12


	Nine Months Ended September 30,
	2025			2024
Return on average equity	8.19		%	7.81		%
Return on average tangible common equity (1)	13.74			13.63
Return on average assets	1.08			1.02
Return on average tangible assets (1)	1.17			1.11
Equity to assets	13.30			13.02
Average equity to average assets	13.21			13.07
Tangible common equity to tangible assets (1)	8.69			8.17
CET1 capital ratio	11.07			10.44
Dividend payout ratio	33.02			37.51
Book value per common share	$	18.52		$	17.38
Tangible book value per common share (1)	11.48			10.33

(1) Non-GAAP

TABLE 13


	Nine Months Ended September 30,
	2025						2024
(dollars in thousands)	Average Balance		Interest Income/ Expense		Yield/ Rate		Average Balance		Interest Income/ Expense		Yield/ Rate
Assets
Interest-bearing deposits with banks	$	1,734,300	$	53,147	4.10	%	$	915,076	$	28,661	4.18	%

Taxable investment securities (1)	6,546,054		171,096		3.48		6,151,500		141,706		3.07
Tax-exempt investment securities (1)(2)	1,006,126		26,243		3.48		1,032,573		26,698		3.45
Loans held for sale	247,438		13,519		7.29		216,403		12,534		7.73
Loans and leases (2) (3)	34,458,648		1,483,204		5.75		33,148,858		1,482,613		5.97
Total interest-earning assets (2)	43,992,566		1,747,209		5.31		41,464,410		1,692,212		5.45
Cash and due from banks	401,509						404,234
Allowance for credit losses	(435,677)						(417,393)
Premises and equipment	551,738						485,378
Other assets	4,529,221						4,588,437
Total assets	$	49,039,357					$	46,525,066
Liabilities
Deposits:
Interest-bearing demand	$	17,086,648	329,018		2.57		$	14,812,493	301,716		2.72
Savings	3,134,324		22,580		0.96		3,351,144		30,541		1.22
Certificates and other time	7,321,336		202,987		3.71		6,728,312		217,137		4.31
Total interest-bearing deposits	27,542,308		554,585		2.69		24,891,949		549,394		2.95
Short-term borrowings	1,645,644		51,999		4.21		2,461,925		90,472		4.90
Long-term borrowings	2,692,580		101,153		5.02		2,179,733		85,364		5.23
Total interest-bearing liabilities	31,880,532		707,737		2.97		29,533,607		725,230		3.28
Non-interest-bearing demand deposits	9,789,501						9,908,989
Total deposits and borrowings	41,670,033				2.27		39,442,596				2.46
Other liabilities	892,612						999,327
Total liabilities	42,562,645						40,441,923
Shareholders’ equity	6,476,712						6,083,143
Total liabilities and shareholders’ equity	$	49,039,357					$	46,525,066
Net interest-earning assets	$	12,112,034					$	11,930,803
Net interest income (FTE) (2)			1,039,472						966,982
Tax-equivalent adjustment			(9,159)						(8,755)
Net interest income			$	1,030,313					$	958,227
Net interest spread					2.34	%					2.17	%
Net interest margin (2)					3.16	%					3.11	%

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

(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 $1.0 billion, increasing $72.5 million, or 7.5%, reflecting growth in earning assets, partially offset by balance growth in higher yielding deposit products. Average earning assets grew $2.5 billion, or 6.1%, primarily driven by loan growth. Additionally, we reinvested the proceeds of the AFS securities sold in November 2024 as part of our balance sheet repositioning with an average yield of 1.41% into securities yielding 4.78% with a similar duration and convexity profile. Average interest-bearing demand deposits increased $2.3 billion, or 15.4%, with customers migrating into higher-yielding deposit products. Total average borrowings decreased $303.4 million primarily due to a decrease in FHLB borrowings, partially offset by an increase in senior debt. The net interest margin (FTE) (non-GAAP) increased 5 basis points to 3.16%.

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 nine months ended September 30, 2025, compared to the nine months ended September 30, 2024:

TABLE 14


(in thousands)	Volume		Rate		Net
Interest Income (1)
Interest-bearing deposits with banks	$	25,091	$	(605)	$	24,486

Investment securities (2)	10,164		18,771		28,935
Loans held for sale	1,849		(864)		985
Loans and leases (2)	17,057		(16,466)		591
Total interest income (2)	54,161		836		54,997
Interest Expense (1)
Deposits:
Interest-bearing demand	60,345		(33,043)		27,302
Savings	(2,951)		(5,010)		(7,961)
Certificates and other time	16,027		(30,177)		(14,150)
Short-term borrowings	(30,903)		(7,570)		(38,473)
Long-term borrowings	18,965		(3,176)		15,789
Total interest expense	61,483		(78,976)		(17,493)
Net change (2)	$	(7,322)	$	79,812	$	72,490

(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.

Interest income on an FTE basis (non-GAAP) of $1.7 billion, increased $55.0 million, or 3.3%, resulting from growth in average earning assets of $2.5 billion. The increase in earning assets was primarily driven by a $1.3 billion, or 4.0%, increase in average loans and leases and an increase of $819.2 million in average interest-bearing deposits with banks. Average consumer loans increased $944.2 million, or 7.7%, with a $1.2 billion increase in residential mortgages largely due to the continued successful execution in key markets and our long-standing strategy of serving the purchase market. Average indirect installment loans decreased $329.2 million, or 29.9%, reflecting the $431 million sale that closed in the third quarter of 2024, partially offset by new organic growth in the portfolio. Average commercial loan growth of $365.6 million, or 1.8%, included increases of $153.5 million in commercial real estate, $108.5 million in commercial leases and $89.5 million in commercial and industrial loans. The increase in average commercial loans and leases was driven by activity across the footprint, including the Charlotte and eastern North Carolina markets with strong contributions from our commercial leasing team. The increase in commercial real estate included fundings on previously originated construction projects. The yield on average earning assets (non-GAAP) decreased 14 basis points to 5.31%, driven by a 22 basis point decline in yields on loans to 5.75%, partially offset by a 35 basis point increase in yields on investment securities to 3.48%.

Interest expense of $707.7 million decreased $17.5 million primarily due to a 19 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits. Average total deposits increased $2.5 billion, or 7.3%, reflecting robust organic growth in new and existing customer relationships. The growth in average interest-bearing demand deposits of $2.3 billion and average time deposits of $593.0 million more than offset the decline in average savings deposits of $216.8 million and average non-interest-bearing demand deposits of $119.5 million as customers migrated balances into higher-yielding products. The funding mix has slightly shifted with non-interest-bearing demand deposits comprising 26% of total deposits at September 30, 2025, compared to 27% at September 30, 2024. Average short-term borrowings decreased $816.3 million, or 33.2%, primarily reflecting a decrease in FHLB borrowings as a result of our organic deposit growth. Average long-term borrowings increased $512.8 million, or 23.5%, primarily reflecting the December 2024 issuance of $500 million in senior notes, partially offset by the maturity of $350 million in senior notes in August 2025. The decrease in total cost of funds is comprised of a 34 basis point decrease in total borrowing costs and a 26 basis point decrease in interest-bearing deposit costs to 2.69%.

Provision for Credit Losses

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

TABLE 15


	Nine Months Ended September 30,						$		%
(dollars in thousands)	2025			2024			Change		Change
Provision for credit losses on loans and leases	$	68,467		$	56,672		$	11,795	20.8	%
Provision for unfunded loan commitments	(1,291)			869			(2,160)		(248.6)
Total provision for credit losses on loans and leases	67,176			57,541			9,635		16.7
Provision for investment securities	(95)			(24)			(71)		295.8
Total provision for credit losses	$	67,081		$	57,517		$	9,564	16.6	%
Net loan charge-offs	$	54,013		$	42,076		$	11,937	28.4	%
Net loan charge-offs (annualized) / total average loans and leases	0.21		%	0.17		%

The provision for credit losses on loans and leases was $67.2 million, compared to $57.5 million for the first nine months of 2024. The provision for credit losses for the first nine months of 2025 was primarily due to loan growth and net charge-off activity. The first nine months of 2025 included net charge-offs of $54.0 million, or 0.21% annualized of total average loans, compared to $42.1 million, or 0.17% annualized, in the first nine months of 2024, reflecting continued proactive management of the loan portfolio. The ACL on loans and leases was $437.3 million, an increase of $17.1 million, reflecting overall loan growth and a stable ratio of the ACL to total loans and leases at 1.25%.

Non-Interest Income

The breakdown of non-interest income for the nine months ended September 30, 2025 and 2024 is presented in the following table:

TABLE 16


	Nine Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Service charges	$	68,476	$	67,925	$	551	0.8	%
Interchange and card transaction fees	39,048		38,627		421		1.1
Trust services	35,638		34,019		1,619		4.8
Insurance commissions and fees	15,396		17,843		(2,447)		(13.7)
Securities commissions and fees	26,570		24,011		2,559		10.7
Capital markets income	20,095		17,668		2,427		13.7
Mortgage banking operations	22,482		20,410		2,072		10.2
Dividends on non-marketable equity securities	17,838		19,648		(1,810)		(9.2)
Bank owned life insurance	13,396		13,232		164		1.2
Net securities gains (losses)	58		(31)		89		n/m

Other	17,954		12,120		5,834		48.1
Total non-interest income	$	276,951	$	265,472	$	11,479	4.3	%
n/m - not meaningful

Total non-interest income increased $11.5 million, or 4.3%. The variances in significant individual non-interest income items are explained in the following paragraphs.

Wealth management revenues increased $4.2 million, or 7.2%, to a record $62.2 million as securities commissions and fees and trust services income increased 10.7% and 4.8%, respectively, through continued strong contributions across the geographic footprint. Additionally, the market value of assets under administration increased $0.8 billion, or 5.5%, to $14.9 billion at September 30, 2025.

Insurance commissions and fees decreased $2.4 million, or 13.7%, primarily due to lower contingent fees during the first nine months of 2025.

Capital markets income increased $2.4 million, or 13.7%, driven by debt capital markets and international banking income, as well as contributions from customer swap activity, syndications, public finance and advisory services.

Mortgage banking operations income increased $2.1 million, or 10.2%, from higher sold loan volumes, net hedging impacts and an MSR impairment of $2.6 million in the first nine months of 2024. During the first nine months of 2025, we sold $1.1 billion of residential mortgage loans, a 14.6% increase compared to $1.0 billion for the same period of 2024.

Dividends on non-marketable equity securities decreased $1.8 million, or 9.2%, reflecting lower FHLB dividends resulting from a lower average balance of FHLB stock, related to decreased FHLB borrowings.

Other non-interest income increased $5.8 million, or 48.1%, primarily due to a $5.4 million recovery on an other asset previously written off as part of the 2017 Yadkin Financial Corporation acquisition.

Non-Interest Expense

The breakdown of non-interest expense for the nine months ended September 30, 2025 and 2024 is presented in the following table:

TABLE 17


	Nine Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Salaries and employee benefits	$	396,552	$	376,109	$	20,443	5.4	%
Net occupancy	58,218		60,611		(2,393)		(3.9)
Equipment	79,535		71,576		7,959		11.1

Outside services	77,691		70,513		7,178		10.2
Marketing	15,107		15,460		(353)		(2.3)
FDIC insurance	23,756		32,680		(8,924)		(27.3)
Bank shares and franchise taxes	12,055		11,987		68		0.6

Other	73,657		74,203		(546)		(0.7)
Total non-interest expense	$	736,571	$	713,139	$	23,432	3.3	%

Total non-interest expense of $736.6 million for the first nine months of 2025 increased $23.4 million, a 3.3% increase from the same period of 2024. On an operating basis, non-interest expense (non-GAAP) increased $44.8 million, or 6.5%, when adjusting for significant items of $(2.3) million and $19.1 million in the first nine months of 2025 and 2024, respectively. See Table 18 in this section for a list of the significant items impacting earnings. The variances in the individual non-interest expense items are further explained in the following paragraphs.

Salaries and employee benefits increased $20.4 million, or 5.4%, primarily reflecting strategic hiring associated with our efforts to grow market share and continued investments in our risk management infrastructure, as well as higher production-related compensation and normal annual merit increases.

Net occupancy and equipment expense of $137.8 million increased $5.6 million, or 4.2%, largely from technology-related investments and increased occupancy costs including de novo branch expansion.

Outside services increased $7.2 million, or 10.2%, with higher volume-related technology and third-party costs associated with ongoing investments in our ERM Framework and digital banking platform.

FDIC insurance decreased $8.9 million, or 27.3%, primarily due to the special assessment expense of $5.2 million in 2024 to further replenish the FDIC's Deposit Insurance Fund associated with protecting uninsured depositors following the failed banks in early 2023 based on loss information at that time provided by the FDIC, combined with the $2.3 million reduction to the FDIC special assessment in the third quarter of 2025.

Other non-interest expense was $73.7 million and $74.2 million for the first nine months of 2025 and 2024, respectively. The decrease was primarily due to a $9.0 million loss on the indirect auto loan sales for the first nine months of 2024, partially offset by the impact of Community Uplift, a mortgage down payment assistance program that was enhanced and expanded in conjunction with our previously announced settlement agreement with the DOJ.

The following table presents non-interest expense excluding significant items impacting earnings:

TABLE 18


	Nine Months Ended September 30,				$		%
(dollars in thousands)	2025		2024		Change		Change
Total non-interest expense, as reported	$	736,571	$	713,139	$	23,432	3.3	%
Significant items:

Branch consolidation costs	—		(1,194)		1,194


FDIC special assessment	2,272		(5,212)		7,484
Software impairment	—		(3,690)		3,690
Loss related to indirect auto loan sales	—		(8,969)		8,969
Total non-interest expense, excluding significant items (1)	$	738,843	$	694,074	$	44,769	6.5	%

(1) Non-GAAP

Income Taxes

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

TABLE 19


	Nine Months Ended September 30,
(dollars in thousands)	2025			2024
Income tax expense	$	106,918		$	97,572
Effective tax rate	21.2		%	21.5		%
Statutory federal tax rate	21.0			21.0

Income tax expense was higher for the nine months ended September 30, 2025, primarily due to higher pre-tax income, partially offset by increased net LIHTC. The effective tax rate, however, decreased slightly as a result of an increase in net tax credits.

FINANCIAL CONDITION

The following table presents our condensed Consolidated Balance Sheets:

TABLE 20


(dollars in millions)	September 30, 2025		December 31, 2024		$ Change		% Change
Assets
Cash and cash equivalents	$	2,413	$	2,419	$	(6)	(0.2)	%
Investment securities	7,669		7,445		224		3.0
Loans held for sale	278		218		60		27.5
Loans and leases, net	34,520		33,516		1,004		3.0
Goodwill and other intangibles	2,520		2,529		(9)		(0.4)
Other assets	2,489		2,498		(9)		(0.4)
Total Assets	$	49,889	$	48,625	$	1,264	2.6	%
Liabilities and Shareholders’ Equity
Deposits	$	38,441	$	37,107	$	1,334	3.6	%
Borrowings	4,004		4,268		(264)		(6.2)
Other liabilities	808		948		(140)		(14.8)
Total Liabilities	43,253		42,323		930		2.2
Shareholders’ Equity	6,636		6,302		334		5.3
Total Liabilities and Shareholders’ Equity	$	49,889	$	48,625	$	1,264	2.6	%

Lending Activity

The loan and lease portfolio consists principally of loans and leases to individuals and small- and medium-sized businesses within our primary markets 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.

Following is a summary of loans and leases:

TABLE 21


(dollars in millions)	September 30, 2025		December 31, 2024		$ Change		% Change
Commercial real estate	$	12,568	$	12,705	$	(137)	(1.1)	%
Commercial and industrial	7,590		7,550		40		0.5
Commercial leases	829		765		64		8.4
Other	153		144		9		6.3
Total commercial loans and leases	21,140		21,164		(24)		(0.1)
Direct installment	2,678		2,676		2		0.1
Residential mortgages	8,888		7,986		902		11.3
Indirect installment	767		739		28		3.8
Consumer lines of credit	1,484		1,374		110		8.0
Total consumer loans	13,817		12,775		1,042		8.2
Total loans and leases	$	34,957	$	33,939	$	1,018	3.0	%

Our commercial real estate portfolio included $8.8 billion of non-owner-occupied loans of which 17.9% represented office loans. Our top 25 non-owner-occupied commercial real estate loans averaged approximately $23 million per exposure with the

office component primarily made up of mid-sized offices located outside of central business districts with 42% of the office portfolio averaging less than $5 million per exposure. For consumer lending, residential mortgages increased $0.9 billion, compared to December 31, 2024, largely due to the continued successful execution in key markets and long-standing strategy of serving the purchase market.

Non-Performing Assets

Following is a summary of non-performing assets:

TABLE 22


(dollars in millions)	September 30, 2025		December 31, 2024		$ Change		% Change
Commercial real estate	$	59	$	88	$	(29)	(33.0)	%
Commercial and industrial	44		51		(7)		(13.7)
Commercial leases	3		3		—		—
Other	2		2		—		—
Total commercial loans and leases	108		144		(36)		(25.0)
Direct installment	3		2		1		50.0
Residential mortgages	9		7		2		28.6
Indirect installment	1		2		(1)		(50.0)
Consumer lines of credit	4		4		—		—
Total consumer loans	17		15		2		13.3
Total non-performing loans and leases	125		159		(34)		(21.4)
Other real estate owned	3		3		—		—
Total non-performing assets	$	128	$	162	$	(34)	(21.0)	%

Non-performing assets decreased $34.5 million, from $162.4 million at December 31, 2024 to $127.9 million at September 30, 2025, due to proactive credit risk management of the portfolio with levels remaining at or near historically low levels.

Allowance for Credit Losses on Loans and Leases

The CECL model takes into consideration the expected credit losses over the life of the loan at the time the loan is originated. The model used to calculate the ACL is dependent on the portfolio composition and credit quality, as well as historical experience, current conditions and forecasts of economic conditions and interest rates. Specifically, the following considerations are incorporated into the ACL calculation:

• a third-party macroeconomic forecast scenario;

• a 24-month R&S forecast period for macroeconomic factors with a reversion to the historical mean on a straight-line basis over a 12-month period; and

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

At September 30, 2025 and December 31, 2024, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment. For our ACL calculation at September 30, 2025, the macroeconomic variables that we utilized included, but were not limited to: (i) the purchase only Housing Price Index, which increases 3.4% over our R&S forecast period, (ii) a CRE Price Index, which decreases 4.0% over our R&S forecast period, (iii) S&P Volatility, which increases 91.1% in 2025 and decreases 19.8% in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period. While we have not changed our ACL modeling methodology, we continually assess our key macroeconomic variables and their correlation to our historical and expected portfolio performance. During the quarter ended September 30, 2025, we changed certain macroeconomic variables used for ACL modeling purposes as we believe the new variables better correlate to our historical performance over the economic cycles. Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2024 included, but

were not limited to: (i) the purchase only Housing Price Index, which increases 7.4% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which increases 3.9% over our R&S forecast period, (iii) S&P Volatility, which increases 34.9% in 2025 and 2.5% in 2026 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.

Following is a summary of certain data related to the ACL and loans and leases:

TABLE 23


	Net Loan Charge-Offs				Net Loan Charge-Offs to Average Loans				ACL at
	Nine Months Ended September 30,				Nine Months Ended September 30,				September 30,
(dollars in millions)	2025		2024		2025		2024		2025
Commercial real estate	$	18.8	$	22.0	0.07	%	0.09	%	$	178.1
Commercial and industrial	25.6		9.7		0.10		0.04		95.0
Commercial leases	0.2		0.2		—		—		23.3
Other commercial	2.9		2.0		0.01		0.01		4.6
Direct installment	0.3		0.2		—		—		26.0
Residential mortgages	2.0		0.1		0.01		—		94.2
Indirect installment	3.7		7.5		0.02		0.03		9.1
Consumer lines of credit	0.5		0.4		—		—		7.0
Total net loan charge-offs on loans and leases, net loan charge-offs (annualized)/average loans	$	54.0	$	42.1	0.21	%	0.17	%	$	437.3
Allowance for credit losses/total loans and leases					1.25	%	1.25	%
Allowance for credit losses/non-performing loans					349.93	%	326.65	%

The ACL on loans and leases of $437.3 million at September 30, 2025 increased $14.5 million, or 3.4%, from December 31, 2024. Our ending ACL coverage ratio was stable at 1.25% at both September 30, 2025 and December 31, 2024. The ACL as a percentage of non-performing loans for the total portfolio increased to 350% as of September 30, 2025, compared to 265% as of December 31, 2024.

Total provision for credit losses for the nine months ended September 30, 2025 was $67.1 million, compared to $57.5 million for the same period in 2024. Net charge-offs were $54.0 million for the nine months ended September 30, 2025, compared to $42.1 million for the first nine months of 2024.

We continue to closely review our loan portfolio for tariff impacts as tariffs continue to evolve and remain uncertain. Our actions include granular monitoring of credit line utilization and industry concentrations, by portfolio and country. For example, during the first quarter of 2025, we highlighted that we estimated that less than 5% of the exposures would have high direct impacts from tariffs and concluded that FNB remained well positioned at this point in time, with manageable exposure to the most heavily tariff-impacted businesses and consumer portfolios. We continue to diligently monitor our loan portfolio and engage in active dialogue with our customers. A wider credit quality impact could result from a slowing or a recessionary macroeconomic environment, which we monitor via our ongoing quarterly stress testing process.

Deposits

Our primary source of funds is deposits. Our diversified and granular deposit base is comprised of business, consumer and municipal customers who we serve within our footprint.

Following is a summary of deposits:

TABLE 24


(dollars in millions)	September 30, 2025		December 31, 2024		$ Change		% Change
Non-interest-bearing demand	$	9,969	$	9,761	$	208	2.1	%
Interest-bearing demand	17,803		16,668		1,135		6.8
Savings	3,114		3,178		(64)		(2.0)
Certificates and other time deposits	7,555		7,500		55		0.7
Total deposits	$	38,441	$	37,107	$	1,334	3.6	%

Total deposits increased $1.3 billion, or 3.6%, from December 31, 2024, due to growth in new and existing customer relationships. We ended the quarter with approximately 77% of all deposits insured by the FDIC or collateralized.

Capital Resources and Regulatory Matters

Our capital position depends in part on the access to, and cost of, funding for new business initiatives, the ability to engage in expanded business activities, the ability to pay dividends and the level and nature of regulatory oversight.

The assessment of capital adequacy depends on a number of factors such as expected organic growth in the Consolidated Balance Sheet, asset quality, liquidity, earnings performance and sustainability, changing competitive conditions, regulatory changes or actions, and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.

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. On December 11, 2024, we completed a registered debt offering in which we issued $500 million aggregate principal amount of 5.722% fixed rate / floating rate senior notes due in 2030. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $496.7 million. These proceeds were used for general corporate purposes, which included investments at the holding company level, capital to support the growth of FNBPA and refinancing of outstanding indebtedness. On August 25, 2025, $350 million in senior debt that was issued in August 2022 matured.

Since inception of our $300 million stock purchase program, we repurchased 16.6 million shares at a weighted average share price of $11.81 for $196.3 million, with $103.7 million remaining for repurchase under this program. During the third quarter of 2025, we repurchased 0.8 million shares at a weighted average share price of $15.50 for $12.0 million. Any repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions. The purchases will be funded from available working capital. There is no guarantee as to the exact number of shares that will be repurchased and we may discontinue purchases at any time. The Inflation Reduction Act of 2022 requires a 1% excise tax on stock repurchases.

On February 15, 2024, we redeemed all our 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock in the amount of $111 million. The preferred stock is no longer outstanding and dividends will no longer accrue on such securities.

Capital management is a continuous process, with capital plans and stress testing for FNB and FNBPA updated at least annually. These capital plans include assessing the adequacy of expected capital levels assuming various scenarios by projecting capital needs for a forecast period of 2-3 years beyond the current year. From time to time, we issue shares initially acquired by us as treasury stock under our various benefit plans. We may issue additional preferred or common stock to maintain our well-capitalized status.

FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies. 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. 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 September 30, 2025, 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. Under these scenarios, the results of these stress tests indicate that our regulatory capital ratios would remain above the regulatory requirements and we would be able to maintain appropriate liquidity levels, demonstrating our expected ability to continue to support our customers and communities under stressful financial conditions.

Following are the capital amounts and related ratios for FNB and FNBPA:

TABLE 25


	Actual				Well-Capitalized Requirements (1)				Minimum Capital Requirements plus Capital Conservation Buffer
(dollars in millions)	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2025
F.N.B. Corporation
Total capital	$	4,860	12.79	%	$	3,799	10.00	%	$	3,989	10.50	%
Tier 1 capital	4,204		11.07		2,279		6.00		3,229		8.50
CET1	4,204		11.07		n/a		n/a		2,659		7.00
Leverage	4,204		8.92		n/a		n/a		1,886		4.00
Risk-weighted assets	37,988
FNBPA
Total capital	$	5,057	13.40	%	$	3,773	10.00	%	$	3,961	10.50	%
Tier 1 capital	4,229		11.21		3,018		8.00		3,207		8.50
CET1	4,149		11.00		2,452		6.50		2,641		7.00
Leverage	4,229		9.02		2,344		5.00		1,875		4.00
Risk-weighted assets	37,728
As of December 31, 2024
F.N.B. Corporation
Total capital	$	4,635	12.35	%	$	3,755	10.00	%	$	3,942	10.50	%
Tier 1 capital	3,971		10.58		2,253		6.00		3,191		8.50
CET1	3,971		10.58		n/a		n/a		2,628		7.00
Leverage	3,971		8.75		n/a		n/a		1,816		4.00
Risk-weighted assets	37,546
FNBPA
Total capital	$	4,794	12.86	%	$	3,728	10.00	%	$	3,914	10.50	%
Tier 1 capital	3,962		10.63		2,982		8.00		3,169		8.50
CET1	3,882		10.41		2,423		6.50		2,610		7.00
Leverage	3,962		8.78		2,257		5.00		1,806		4.00
Risk-weighted assets	37,280

(1) Reflects the well-capitalized standard under Regulation Y for F.N.B. Corporation and the prompt corrective action framework for FNBPA.

In accordance with Basel III Capital Rules, the minimum capital requirements plus capital conservation buffer, which are presented for each period above, represent the minimum requirements needed to avoid limitations on distributions of dividends and certain discretionary bonus payments.

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 2024 Annual Report on Form 10-K as filed with the SEC on February 27, 2025.

LIQUIDITY

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. Our Board of Directors has established an Asset/Liability Management Policy to guide management in achieving and maintaining earnings performance consistent with long-term goals, while maintaining acceptable levels of interest rate risk, a “well-capitalized” Balance Sheet and appropriate levels of liquidity. Our Board of Directors has also established Liquidity and Contingency Funding Policies to guide management in addressing the ability to identify, measure, monitor and control both normal and stressed liquidity conditions. These policies designate our ALCO as the body responsible for meeting these objectives. The ALCO, which is comprised of members of executive management, reviews liquidity on a continuous basis and approves significant changes in strategies that affect Balance Sheet or cash flow positions. Liquidity is centrally managed daily by our Treasury Department.

Parent Company Liquidity

The parent company’s funding requirements primarily consist of shareholder dividends, debt service, income taxes, operating expenses, funding of non-bank subsidiaries, and stock repurchases. The parent company’s funding sources primarily consist of dividends and interest received from FNBPA and other direct subsidiaries, net taxes collected from subsidiaries included in the consolidated tax returns, fees for services provided to subsidiaries and the issuance of debt instruments. The dividends received from FNBPA and other direct subsidiaries may be impacted by the parent’s or its subsidiaries’ capital and liquidity needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors. In addition, through one of our subsidiaries, we regularly issue subordinated notes, which are guaranteed by FNB.

Management utilizes various strategies to ensure sufficient cash on hand is available to meet the parent company's funding needs. During the fourth quarter of 2024, we successfully completed an offering of fixed to floating rate senior notes maturing in December 2030 for $496.7 million in net proceeds. The issuance was met with strong investor interest and was priced with a coupon of 5.722%, a spread of 165 basis points above the yield of a comparable term Treasury Note. During the third quarter of 2025, $350.0 million in senior debt that was issued in August 2022 matured. During the second quarter of 2025, we redeemed $25.0 million in other subordinated debt assumed from our previous acquisition of UB Bancorp that was set to reprice at a higher interest rate. We have historically been opportunistic when accessing the capital markets, and we expect to continue with that strategy. The parent company's cash position at September 30, 2025 was $403.5 million, decreasing $399.9 million since December 31, 2024, primarily due to the maturities and redemptions discussed above, as well as the repurchase of $32.1 million, or 2.2 million shares of FNB stock at an average cost of $14.30.

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). The LCR is defined as the sum of cash on hand plus projected cash inflows over the next 12 months divided by projected cash outflows over the next 12 months. The MCH is defined as the number of months of corporate expenses and dividends that can be covered by the existing cash on hand. The LCR and MCH ratios and Parent company cash on hand are presented in the following table:

TABLE 26

September 30,
2025

December 31,
2024

Internal
Limit

Liquidity coverage ratio

2.0 times

1.5 times

> 1 time

Months of cash on hand

14.5 months

13.7 months

> 12 months

Parent company cash on hand (millions)

403.5

803.4

n/a

As previously mentioned, our parent company cash on hand decreased from December 31, 2024, primarily due to the maturity of senior debt during the third quarter of 2025. The LCR at September 30, 2025 includes the scheduled maturity of $100 million of subordinated debt that matured in October 2025, which is considered a cash outflow for the ratio calculations. The MCH increased from December 31, 2024, primarily due to the debt maturities and redemptions relative to the cash balance on hand. Management has concluded that our cash levels remain appropriate given the current market environment.

Bank Liquidity

Bank-level liquidity sources from assets include payments from loans and investments, as well as the ability to securitize, pledge or sell loans, investment securities and other assets. Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements. FNBPA also has access to reliable and cost-effective wholesale sources of liquidity. Short- and long-term funds are available for use to help fund normal business operations, and unused credit availability can be utilized to serve as contingency funding if faced with a liquidity crisis.

Over time, our liquidity position has been positively impacted by FNBPA's ability to generate growth in relationship-based deposit accounts. 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 strategies resulted in total deposit growth of $1.3 billion, or 3.6%, compared to December 31, 2024, with interest-bearing demand deposits, non-interest-bearing demand deposits and time deposits increasing $1.1 billion, $207.6 million and $55.3 million, respectively. Savings account balances declined $63.2 million compared to December 31, 2024. The mix of non-interest-bearing demand deposits to total deposits remained stable with the prior quarter at 26%. Our loan to deposit ratio stood at 91% at both September 30, 2025 and December 31, 2024.

At September 30, 2025, approximately 77% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2024 levels. Our cash balances held at the FRB were $2.0 billion at both September 30, 2025 and December 31, 2024. 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:

TABLE 27


(dollars in millions)	September 30, 2025			December 31, 2024
Unused wholesale credit availability	$	16,949		$	16,056
Unused wholesale credit availability as a % of FNBPA assets	34.2		%	33.2		%
Salable unpledged government and agency securities	$	1,174		$	927
Salable unpledged government and agency securities as a % of FNBPA assets	2.4		%	1.9		%
Cash and salable unpledged government and agency securities as a % of FNBPA assets	6.3		%	6.0		%
Uninsured Deposit Coverage Ratio	137.1		%	124.1		%

Our bank-level liquidity position remains strong. Our contingency funding policy and periodic liquidity stress testing of multiple stress scenarios is particularly valuable as we successfully manage our liquidity. A portion of our available borrowing capacity includes capacity at the FRB's Discount Window. 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 September 30, 2025, FNBPA has $3.1 billion of cash and salable unpledged government and agency securities representing 6.3% of total assets, an improvement from $2.9 billion and 6.0% at December 31, 2024. This compares to a policy minimum of 3.0%. The Uninsured Deposit Coverage Ratio is designed to determine the amount of funding sources available to cover uninsured deposit outflows. This ratio has improved from December 31, 2024 due to various actions undertaken by management, including expanding borrowing capacity at the FHLB and FRB.

Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis as of September 30, 2025 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 positive gap position means that more assets are expected to mature over the next 12 months than liabilities. The allocation of non-maturity deposits and customer repurchase agreements to the twelve-month categories is based on the estimated lives of each product.

TABLE 28


(dollars in millions)	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	1,281		$	1,717		$	1,943		$	3,704		$	8,645
Investments	2,030			205			303			628			3,166
	3,311			1,922			2,246			4,332			11,811
Liabilities
Non-maturity deposits	335			669			1,004			2,008			4,016
Time deposits	1,336			1,830			2,335			1,641			7,142
Borrowings	1,372			364			20			435			2,191
	3,043			2,863			3,359			4,084			13,349
Period Gap (Assets - Liabilities)	$	268		$	(941)		$	(1,113)		$	248		$	(1,538)
Cumulative Gap	$	268		$	(673)		$	(1,786)		$	(1,538)
Cumulative Gap to Total Assets	0.5		%	(1.3)		%	(3.6)		%	(3.1)		%

The twelve-month cumulative gap to total assets ratio was (3.1)% as of September 30, 2025, compared to (5.0)% as of December 31, 2024. The improvement in the twelve-month cumulative gap to total assets was primarily related to

management's shorter-term time deposit offerings, which reduced our asset sensitivity. In addition, the ALCO regularly monitors various liquidity ratios, stress scenarios of our liquidity position and assumptions considering market disruptions, lending demand, deposit behavior, and funding availability. 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

Market risk refers to potential losses arising predominately 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. We are primarily exposed to interest rate risk inherent in our lending and deposit-taking activities as a financial intermediary. To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers. These products sometimes contribute to interest rate risk for us when product groups possess different cash flow characteristics. For example, depositors may want short-term deposits, while borrowers may desire long-term loans.

Changes in market interest rates may result in changes in the fair value of our financial instruments, cash flows and net interest income. Subject to its ongoing oversight, the Board of Directors has given ALCO the responsibility for market risk management, which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital. We use derivative financial instruments, among other strategies, for interest rate risk management purposes.

We use an asset/liability model to measure our interest rate risk. Interest rate risk measures we utilize include earnings simulation, EVE and gap analysis. Gap analysis and EVE are static measures that do not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. EVE’s long-term horizon helps identify changes in optionality and longer-term positions. However, EVE’s liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. In these simulations, our current financial position is combined with assumptions regarding future business activities to calculate net interest income under various hypothetical rate scenarios. The ALCO regularly reviews earnings simulations over multiple years under various interest rate scenarios. 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 September 30, 2025 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. For example, if a product’s rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this category.

TABLE 29


(dollars in millions)	Within 1 Month			2-3 Months			4-6 Months			7-12 Months			Total 1 Year
Assets
Loans	$	15,820		$	1,089		$	909		$	1,760		$	19,578
Investments	2,068			209			340			623			3,240
	17,888			1,298			1,249			2,383			22,818
Liabilities
Non-maturity deposits	10,831			—			—			—			10,831
Time deposits	1,423			1,828			2,333			1,637			7,221
Borrowings	1,261			778			11			418			2,468
	13,515			2,606			2,344			2,055			20,520
Off-balance sheet	(1,650)			—			—			400			(1,250)
Period Gap (Assets – Liabilities + Off-balance sheet)	$	2,723		$	(1,308)		$	(1,095)		$	728		$	1,048
Cumulative Gap	$	2,723		$	1,415		$	320		$	1,048
Cumulative Gap to Earning Assets	6.1		%	3.2		%	0.7		%	2.3		%

Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures. Repricing gap analysis, while useful, has some limitations in measuring interest rate risk. 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, thereby creating our current 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 2.3% as of September 30, 2025, down from 4.5% at December 31, 2024. Specific pricing actions included an emphasis on originating shorter-term time deposits so more interest-bearing liabilities will mature in less than 12 months, hence reducing the repricing gap differential.

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. 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 September 30, 2025. The calculated results do not reflect management's potential actions.

TABLE 30


	September 30, 2025		December 31, 2024		ALCO Limits
Net interest income change over 12 months (Rate Ramps):
+ 200 basis points	1.5	%	3.0	%	(10.0)	%
+ 100 basis points	0.8		1.5		(10.0)
- 100 basis points	(0.9)		(1.5)		(10.0)
- 200 basis points	(1.8)		(3.1)		(10.0)
Net interest income change over 12 months (Rate Shocks):
+ 200 basis points	2.3		3.9		(10.0)
+ 100 basis points	1.3		2.0		(10.0)
- 100 basis points	(1.5)		(2.2)		(10.0)
- 200 basis points	(3.4)		(4.6)		(10.0)
Economic value of equity (Rate Shocks):
+ 300 basis points	5.3		4.5		(25.0)
+ 200 basis points	4.0		3.3		(15.0)
+ 100 basis points	2.6		1.9		(10.0)
- 100 basis points	(3.8)		(3.2)		(10.0)
- 200 basis points	(9.3)		(6.9)		(15.0)

There are multiple factors that influence our interest rate risk position and impact net interest income, including external factors such as the shape of the yield curve, the competitive landscape and expectations regarding future interest rates, as well as internal factors regarding product offerings, product mix and pricing and re-pricing of loans and deposits. Our current interest rate risk position is slightly asset sensitive. 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 62.9% of total net loans and leases at both September 30, 2025 and December 31, 2024. 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 manage to a more neutral position given the current market expectations for lower short-term interest rates. During the first nine months of 2025, management adjusted the IRR position by purchasing investment securities with an average duration of 4.1 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 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, 2024.

We also utilize derivatives to manage the IRR position. These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount (i.e., notional amounts) to another interest rate index or to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable rate index into a fixed rate. 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. During the fourth quarter of 2024, we executed $1.0 billion notional balance receive-fixed interest rate swaps designated as cash flow hedges for variable rate commercial loans at an average rate of 3.9% and average maturity of 42.3 months. During the second quarter of 2025, we executed $250 million (notional) at a rate of 3.7% and a maturity of 20 months. At September 30, 2025, we have a total of $1.70 billion (notional) of these cash flow hedges at an average rate of 3.4% and average maturity of 23.4 months with $250 million (notional) of this total maturing on October 1, 2025 at a rate of 0.69%. Additionally, we have a $200.0 million (notional) interest rate collar on variable rate commercial loans with strike rates between 2.8525% and 5.50% that matures in April 2026. These actions lowered our asset sensitivity.

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

September 30, 2025, the commercial customer-related interest rate swaps totaled $6.0 billion (notional), up from $5.9 billion (notional) at December 31, 2024. For additional information regarding interest rate swaps, see Note 10, "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. These business assumptions are based upon our experience, business plans, economic and market trends and available industry data. While management believes that its methodology for developing such assumptions is reasonable, there can be no assurance that modeled results will be achieved. Furthermore, the metrics are based upon the static Balance Sheet structure as of the valuation date and do not reflect planned growth or management actions that could be taken.

CREDIT RATINGS

Our credit ratings affect the cost and availability of short- and long-term funding and collateral requirements for certain derivative instruments.

Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects and operations as well as other factors not under our control. Other factors that influence our credit ratings include changes to the rating agencies’ methodologies for our industry or certain security types; the rating agencies’ assessment of the general operating environment for financial services companies; our relative positions in the markets in which we compete; our various risk exposures and risk management policies and activities; pending litigation and other contingencies; our reputation; our liquidity position, diversity of funding sources and funding costs; the current and expected level and volatility of our earnings; our capital position and capital management practices; our corporate governance; current or future regulatory and legislative initiatives; and the agencies’ views on whether the U.S. government would provide meaningful support to us or our subsidiaries in a crisis.

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. In particular, holders of deposits which exceed FDIC insurance limits may perceive such a downgrade or warning negatively and withdraw all or a portion of such deposits.

The following table presents the credit ratings for FNB and FNBPA as of September 30, 2025:

TABLE 31

Moody's

Standard & Poor's

Kroll

F.N.B. Corporation

Issuer credit rating

Baa2

BBB-

A-

Senior debt

Baa2

BBB-

A-

Subordinated debt

Baa2

n/a

BBB+

First National Bank of Pennsylvania

Baseline credit assessment

Baa1

n/a

Issuer credit rating

Baa1

BBB

Senior debt

n/a

Subordinated debt

n/a

A-

Bank deposits

A2/P-1

n/a

Short-term borrowings

n/a

A-2

Outlook for F.N.B. Corporation and First National Bank of Pennsylvania

Negative

Stable

n/a - not applicable

RISK MANAGEMENT

As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity. Accordingly, we have designed an ERM Framework and risk management practices to identify, assess, monitor and report the material risks known throughout the organization in pursuit of our business strategies. Our Board of Directors and senior management have identified six major categories of risk: credit risk, market risk, liquidity risk, operational risk, compliance risk and strategic risk. Reputation risk is considered across all six major risk categories as a consequential risk. 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 three lines of defense and a governance structure at the Board of Directors and management levels.

The lines of defense model consists of:

• First Line of Defense - 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 of Defense - 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 of Defense.

• Third Line of Defense - is Internal Audit and develops and executes 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 of Defense.

Our Board of Directors is responsible for the oversight of management on behalf of our shareholders. The Board of Directors has assistance in carrying out its duties and may delegate authority through the following standing Board Committees:

• Audit Committee - provides oversight of our internal and external audit processes. In addition, monitors the integrity of the consolidated financial statements, internal controls over financial reporting, qualifications and independence of our audit function.

• Nominating and Corporate Governance Committee - responsible for selecting and recommending nominees for election to the FNB and FNBPA Boards of Directors.

• Compensation Committee - reviews performance and compensation of senior management and reviews and implements compensation and benefit matters having corporate-wide significance.

• Executive Committee - joint session of the FNB and FNBPA Board of Directors to cover special matters, as deemed necessary, in between regularly scheduled board meetings.

• Risk Committee - provides oversight and approves the ERM Framework including the review and approval of risk management policies and practices, to identify, assess, monitor and report material risks.

• Credit Risk, Fair Lending and Community Reinvestment Act Committee - responsible for providing oversight of credit and lending strategies and objectives.

The 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 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.

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. We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk capacity and appetite constraints from both financial and non-financial risks. The Board of Directors adopted an enterprise risk appetite that defines acceptable risk limits under which we seek to operate in pursuit of optimizing returns. As such, we monitor a series of Key Risk Indicators for various business lines and operations units to measure performance alignment with our stated risk appetite. Our top-down risk appetite process serves as a limit for undue risk-taking for bottom-up planning from our various business functions. 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 practices to identify, assess, control, monitor and report on risk across the organization. Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, and our aggregate risk profile, are regularly presented to our various management level risk oversight and planning committees and periodically reported up through our Board Risk Committee.

We continue to assess our risk management practices on an ongoing basis and are making investments as necessary to position ourselves for continued growth and heightened regulatory risk management expectations for large banking institutions with average total consolidated assets of $50 billion or more.

The Board of Directors believes that our enterprise-wide risk management process is effective and enables the Board of Directors to:

• assess the quality of the information they receive;

• understand the businesses, investments and financial, accounting, legal, regulatory and strategic considerations, and the material risks that FNB faces;

• oversee and assess how senior management evaluates material risk; and

• assess appropriately the quality of our enterprise-wide risk management processes.

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.

TABLE 32

Operating net income available to common shareholders


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Net income available to common shareholders	$	149,509	$	110,103	$	396,694	$	349,466
Preferred dividend at redemption	—		—		—		3,995




Branch consolidation costs	—		—		—		1,194
Tax benefit of branch consolidation costs	—		—		—		(251)
FDIC special assessment	(2,272)		—		(2,272)		5,212
Tax expense (benefit) of FDIC special assessment	477		—		477		(1,095)


Software impairment	—		3,690		—		3,690
Tax benefit of software impairment	—		(775)		—		(775)
Loss related to indirect auto loan sales	—		11,572		—		8,969
Tax benefit of loss related to indirect auto loan sales	—		(2,430)		—		(1,883)
Operating net income available to common shareholders (non-GAAP)	$	147,714	$	122,160	$	394,899	$	368,522

The table above shows how operating net income available to common shareholders (non-GAAP) is derived from amounts reported in our financial statements. We believe certain charges, such as preferred dividend at redemption, FDIC special assessment, software impairment, loss related to indirect auto loan sales and branch consolidation costs are not organic costs to run our operations and facilities. These costs are specific to each individual transaction, and may vary significantly based on the size and complexity of the transaction.

TABLE 33

Operating earnings per diluted common share


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Earnings per diluted common share	$	0.41	$	0.30	$	1.09	$	0.96
Preferred dividend at redemption	—		—		—		0.01




Branch consolidation costs	—		—		—		—
Tax benefit of branch consolidation costs	—		—		—		—
FDIC special assessment	(0.01)		—		(0.01)		0.01
Tax expense (benefit) of FDIC special assessment	—		—		—		—


Software impairment	—		0.01		—		0.01
Tax benefit of software impairment	—		—		—		—
Loss related to indirect auto loan sales	—		0.03		—		0.02
Tax benefit of loss related to indirect auto loan sales	—		(0.01)		—		(0.01)
Operating earnings per diluted common share (non-GAAP)	$	0.41	$	0.34	$	1.09	$	1.02

TABLE 34

Return on average tangible common equity


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2025			2024			2025			2024
Net income available to common shareholders (annualized)	$	593,162		$	438,019		$	530,379		$	466,806
Amortization of intangibles, net of tax (annualized)	12,507			13,753			12,578			13,926
Tangible net income available to common shareholders (annualized) (non-GAAP)	$	605,669		$	451,772		$	542,957		$	480,732
Average total shareholders’ equity	$	6,576,625		$	6,170,654		$	6,476,712		$	6,083,143
Less: Average preferred shareholders' equity	—			—			—			(17,554)
Less: Average intangible assets (1)	(2,522,022)			(2,535,769)			(2,524,978)			(2,539,822)
Average tangible common equity (non-GAAP)	$	4,054,603		$	3,634,885		$	3,951,734		$	3,525,767
Return on average tangible common equity (non-GAAP)	14.94		%	12.43		%	13.74		%	13.63		%

(1) Excludes loan servicing rights.

TABLE 35

Return on average tangible assets


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2025			2024			2025			2024
Net income (annualized)	$	593,162		$	438,019		$	530,379		$	474,826
Amortization of intangibles, net of tax (annualized)	12,507			13,753			12,578			13,926
Tangible net income (annualized) (non-GAAP)	$	605,669		$	451,772		$	542,957		$	488,752
Average total assets	$	49,518,845		$	47,416,038		$	49,039,357		$	46,525,066
Less: Average intangible assets (1)	(2,522,022)			(2,535,769)			(2,524,978)			(2,539,822)
Average tangible assets (non-GAAP)	$	46,996,823		$	44,880,269		$	46,514,379		$	43,985,244
Return on average tangible assets (non-GAAP)	1.29		%	1.01		%	1.17		%	1.11		%

(1) Excludes loan servicing rights.

TABLE 36

Tangible book value per common share


(dollars in thousands, except per share data)	September 30, 2025		September 30, 2024
Total shareholders’ equity	$	6,635,620	$	6,248,456
Less: Intangible assets (1)	(2,520,013)		(2,533,856)
Tangible common equity (non-GAAP)	$	4,115,607	$	3,714,600
Ending common shares outstanding	358,381,940		359,585,544
Tangible book value per common share (non-GAAP)	$	11.48	$	10.33

(1) Excludes loan servicing rights.

TABLE 37

Tangible common equity to tangible assets


(dollars in thousands)	September 30, 2025			September 30, 2024
Total shareholders' equity	$	6,635,620		$	6,248,456
Less: Intangible assets (1)	(2,520,013)			(2,533,856)
Tangible common equity (non-GAAP)	$	4,115,607		$	3,714,600
Total assets	$	49,888,522		$	47,975,574
Less: Intangible assets (1)	(2,520,013)			(2,533,856)
Tangible assets (non-GAAP)	$	47,368,509		$	45,441,718
Tangible common equity to tangible assets (non-GAAP)	8.69		%	8.17		%

(1) Excludes loan servicing rights.

TABLE 38

Operating non-interest expense




	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2025		2024		2025		2024
Non-interest expense	$	243,535	$	249,431	$	736,571	$	713,139
Branch consolidation costs	—		—		—		(1,194)

FDIC special assessment	2,272		—		2,272		(5,212)
Software impairment	—		(3,690)		—		(3,690)
Loss related to indirect auto loan sales	—		(11,572)		—		(8,969)
Operating non-interest expense (non-GAAP)	$	245,807	$	234,169	$	738,843	$	694,074

TABLE 39

Pre-provision net revenue




	Three Months Ended
(in thousands)	September 30, 2025		June 30, 2025
Net interest income	$	359,272	$	347,196
Non-interest income	98,170		91,015
Less: Non-interest expense	(243,535)		(246,225)
Pre-provision net revenue (reported) (non-GAAP)	$	213,907	$	191,986
Pre-provision net revenue (reported) (annualized) (non-GAAP)	$	848,651	$	770,055
Adjustments:



Add (Less): FDIC special assessment (non-interest expense)	(2,272)		—



Operating pre-provision net revenue (non-GAAP)	$	211,635	$	191,986
Operating pre-provision net revenue (annualized) (non-GAAP)	$	839,637	$	770,055

TABLE 40

Efficiency ratio


	Three Months Ended September 30,						Nine Months Ended September 30,
(dollars in thousands)	2025			2024			2025			2024
Non-interest expense	$	243,535		$	249,431		$	736,571		$	713,139
Less: Amortization of intangibles	(3,991)			(4,376)			(11,909)			(13,197)
Less: OREO expense	(578)			(354)			(1,209)			(744)

Add (Less): Branch consolidation costs	—			—			—			(1,194)
Add (Less): FDIC special assessment	2,272			—			2,272			(5,212)
Less: Software impairment	—			(3,690)			—			(3,690)
Less: Loss related to indirect auto loan sales	—			(11,572)			—			(8,969)

Adjusted non-interest expense	$	241,238		$	229,439		$	725,725		$	680,133
Net interest income	$	359,272		$	323,329		$	1,030,313		$	958,227
Taxable equivalent adjustment	3,149			2,930			9,159			8,755
Non-interest income	98,170			89,688			276,951			265,472
Less: Net securities (gains) losses	—			28			(58)			31

Adjusted net interest income (FTE) + non-interest income	$	460,591		$	415,975		$	1,316,365		$	1,232,485
Efficiency ratio (FTE) (non-GAAP)	52.38		%	55.16		%	55.13		%	55.18		%

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by this item is provided in the Market Risk section of "MD&A," which is included in Item 2 of this Report, and is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. FNB’s management, with the participation of our principal executive and financial officers, evaluated our disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on this evaluation, our management, including the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), concluded that, as of the end of the period covered by this Report, our disclosure controls and procedures were effective as of such date at the reasonable assurance level as discussed below to ensure that information required to be disclosed by us in the reports we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS. FNB’s management, including the CEO and the CFO, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within FNB have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of simple error or mistake. In addition, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. The CEO and the CFO have evaluated the changes to our internal control over financial reporting that occurred during our fiscal quarter ended September 30, 2025, as required by paragraph (d) of Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended, and have concluded that there were no such changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required by this Item is set forth in the “Other Legal Proceedings” discussion in Note 11, "Commitments, Credit Risk and Contingencies" of the Notes to Consolidated Financial Statements, which is incorporated herein by reference in response to this Item.

ITEM 1A. RISK FACTORS

For more information regarding risk factors that could affect our results of operations, financial condition and liquidity, see the risk factors disclosed in the “Risk Factors” section of our 2024 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 . As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors described in our 2024 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


The following table provides information regarding FNB's purchases of our common stock during the quarter ended September 30, 2025.
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
July 1 - July 31, 2025	—	$	—	—	$	115,693,085
August 1 - August 31, 2025	449,316	14.85		449,316	109,016,960
September 1 - September 30, 2025	325,000	16.40		325,000	103,683,093
Total	774,316	$	15.50	774,316

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

100

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2025, no director or officer (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) of FNB adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

Exhibit Index


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

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

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

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

101.INS						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document (filed herewith).

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith).

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith).

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith).

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith).

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

101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

F.N.B. CORPORATION

Dated:

November 5, 2025

/s/ Vincent J. Delie, Jr.

Vincent J. Delie, Jr.

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

Dated:

November 5, 2025

/s/ Vincent J. Calabrese, Jr.

Vincent J. Calabrese, Jr.

Chief Financial Officer

(Principal Financial Officer)

Dated:

November 5, 2025

/s/ James L. Dutey

James L. Dutey

Corporate Controller

(Principal Accounting Officer)

102

TABLE OF CONTENTS

Part I Financial Information Item 1. Financial Statements Note 1. Summary Of Significant Accounting Policies Note 2. New Accounting Standards Note 3. Investment Securities Note 4. Loans and Leases Note 5. Allowance For Credit Losses on Loans and Leases Note 6. Loan Servicing Note 7. Leases Note 8. Variable Interest Entities Note 9. Borrowings Note 10. Derivative Instruments and Hedging Activities Note 11. Commitments, Credit Risk and Contingencies Note 12. Stock Incentive Plans Note 13. Income Taxes Note 14. Other Comprehensive Income (loss)Note 15. Earnings Per Common Share Note 16. Cash Flow Information Note 17. Business Segments Note 18. Fair Value Measurements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

31.1. Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section302. (filed herewith). 31.2. Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section302. (filed herewith). 32.1. Certification of Chief Executive Officer Pursuant to Sarbanes-Oxley Act Section906. (furnished herewith). 32.2. Certification of Chief Financial Officer Pursuant to Sarbanes-Oxley Act Section906. (furnished herewith).

FNB 10-Q Quarter ended Sept. 30, 2025

Exhibits