8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 12, 2024

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or Other Jurisdiction of Incorporation)

001-31940	25-1255406
(Commission File Number)	(IRS Employer Identification No.)

One North Shore Center, 12 Federal Street, Pittsburgh, PA	15212
(Address of Principal Executive Offices)	(Zip Code)

(800) 555-5455

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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
Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E	FNBPrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On January 12, 2024, F.N.B. Corporation issued a press release announcing that it will redeem all issued and outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”) and all of the corresponding depositary shares (CUSIP: 30255P103) (the “Depositary Shares”), each representing a 1/40th interest in a share of the Series E Preferred Stock, on February 15, 2024 (the “Redemption Date”). The cash redemption price, payable on the Redemption Date for each share of Series E Preferred Stock, will equal One Thousand Dollars ($1,000.00), and accordingly, for each Depositary Share, will equal Twenty-Five Dollars ($25.00). The quarterly cash dividend of $18.13 per share (equivalent to $0.45325 per Depositary Share or 1/40th interest per share) on the Series E Preferred Stock will be paid on the Redemption Date, to shareholders of record as of the close of business on January 31, 2024.

All Depositary Shares are held in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by The Bank of New York Mellon Corporation, the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit Number	Description
99.1	Press Release dated January 12, 2024 announcing redemption and cash dividend on Non-Cumulative Perpetual Preferred Stock, Series E
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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 hereunto duly authorized.

F.N.B. CORPORATION
(Registrant)
By:	/s/ Vincent J. Calabrese, Jr.
Name:	Vincent J. Calabrese, Jr.
Title:	Chief Financial Officer

Dated: January 12, 2024

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

F.N.B. Corporation Declares Redemption and Cash Dividend on Non-Cumulative

Perpetual Preferred Stock, Series E

PITTSBURGH, PA – January 12, 2024 – F.N.B. Corporation (NYSE: FNB) today announced that its Board of Directors declared the redemption of all $110 million aggregate liquidation preference of the Depositary Shares representing interests in its 7.25% Fixed Rate / Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”) (NYSE: FNB PRE). Each Depositary Share represents a 1/40^th interest in a share of the Series E Preferred Stock. The quarterly cash dividend of $18.13 per share (equivalent to $0.45325 per depositary share or 1/40^th interest per share) on the Series E Preferred Stock will be paid on February 15, 2024, to shareholders of record as of the close of business on January 31, 2024.

The redemption date for the Preferred Stock and related Depositary Shares is February 15, 2024 (the “Redemption Date”). The cash redemption price, payable on the Redemption Date for each share of Series E Preferred Stock, will equal One Thousand Dollars ($1,000.00), and therefore, for each Depositary Share, will equal Twenty-Five Dollars ($25.00). Any quarterly dividend declared but not paid prior to the Redemption Date will be paid as described above.

Beginning on the Redemption Date, the Depositary Shares representing the redeemed Preferred Stock will no longer be outstanding and dividends will no longer accrue on such securities. All Depositary Shares are held in book-entry form through The Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by The Bank of New York Mellon, the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares.

The Depositary’s address is BNY Mellon, Attn: Corporate Trust, 240 Greenwich Street 7E, New York, NY 10286. Questions relating to the notice of redemption and related materials should be directed to Elizabeth Modero via telephone at (212) 298-1372.

About F.N.B. Corporation

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. FNB’s 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 Company has total assets of over $45 billion and approximately 350 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington, D.C. and Virginia.

FNB provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, 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. The consumer banking segment 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. FNB’s wealth management services include asset management, private banking and insurance.

FOR IMMEDIATE RELEASE

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol “FNB” and is included in Standard & Poor’s MidCap 400 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation website at www.fnbcorporation.com.

###

Media Contact:

Jennifer Reel, 724-983-4856, 724-699-6389 (cell)

Reel@fnb-corp.com

Analyst/Institutional Investor Contact:

Lisa Hajdu, 412-385-4773

Hajdul@fnb-corp.com

XML

Document and Entity Information	Jan. 12, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	FNB CORP/PA/
Amendment Flag	false
Entity Central Index Key	0000037808
Document Type	8-K
Document Period End Date	Jan. 12, 2024
Entity Incorporation State Country Code	PA
Entity File Number	001-31940
Entity Tax Identification Number	25-1255406
Entity Address, Address Line One	One North Shore Center
Entity Address, Address Line Two	12 Federal Street
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15212
City Area Code	(800)
Local Phone Number	555-5455
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	FNB
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	FNBPrE
Security Exchange Name	NYSE