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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to F.N.B. Corporation
SEC Filings (Chronological Order)
यह पृष्ठ SEC फाइलिंग की एक पूरी, कालानुक्रमिक सूची प्रदान करता है, ओनरशिप फाइलिंग को छोड़कर, जो हम अन्यत्र प्रदान करते हैं।
| August 26, 2025 |
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): August 22, 2025 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 |
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| August 26, 2025 |
ex991-pressreleasebarryr 1 Exhibit 99.1 FNB Hires Alfred D. Cho as Chief Consumer Banking Officer PITTSBURGH, PA – August 26, 2025 – First National Bank, the largest subsidiary of F.N.B. Corporation (NYSE: FNB), announced today that it has hired Alfred D. Cho as Chief Consumer Banking Officer, succeeding Barry Robinson upon his retirement. Responsible for driving the consumer banking experience, C |
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| August 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 June 30, 2025 or ☐ 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. CORP |
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| July 18, 2025 |
F.N.B. Corporation Reports Second Quarter Earnings Record Revenue of $438 Million Grew 6.5% Linked-Quarter With Increased Profitability Driving Record Capital Levels PITTSBURGH, PA – July 17, 2025 – F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2025 with net income available to common shareholders of $130.7 million, or $0.36 per diluted common share. Comparatively, sec |
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| July 18, 2025 |
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): July 17, 2025 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 Fi |
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| July 3, 2025 |
As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration No. |
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| July 3, 2025 |
As filed with the Securities and Exchange Commission on July 3, 2025 As filed with the Securities and Exchange Commission on July 3, 2025 Registration Nos. |
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| June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-31940 A. Full title of the plan |
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| May 12, 2025 |
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): May 7, 2025 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 |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2025 or ☐ 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. COR |
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| April 17, 2025 |
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): April 16, 2025 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 F |
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| April 17, 2025 |
F.N.B. Corporation Reports First Quarter Earnings Record CET1 Ratio of 10.7% with Strong Tangible Book Value per Share (non-GAAP) Growth of 12.3% and Net Interest Income Growth of 1.5% PITTSBURGH, PA – April 16, 2025 – F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2025 with net income available to common shareholders of $116.5 million, or $0.32 per diluted common share. |
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| March 27, 2025 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definiti |
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| March 27, 2025 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| February 27, 2025 |
fnb-rsuperformancebasedr Combined Performance Based RSU and Performance Unit Form (Operating ROATCE) F. |
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| February 27, 2025 |
Subsidiaries of the Registrant. (filed herewith). EXHIBIT 21 LIST OF SUBSIDIARIES Following lists the significant subsidiaries of the registrant and the state or jurisdiction of incorporation of each: NAME INCORPORATED 1) First National Bank of Pennsylvania United States 2) First National Insurance Agency, LLC Delaware First National Trust Company (which includes First National Investment Services Company, LLC and F. |
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| February 27, 2025 |
fnb-rsuperformancebasedi Combined Performance Based RSU and Performance Unit Form (ICG Growth) F. |
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| February 27, 2025 |
Insider Trading Policy. (filed herewith). fnbinsidertradingpolicy- F.N.B. CORPORATION INSIDER TRADING POLICY Amended and Effective as of February 21, 2024 Reviewed and Reaffirmed October 15, 2024 Exhibit 19.1 Insider Trading Policy Applies To - F.N.B. Corporation Date Last Approved: February 21, 2024 Policy 2 I. Purpose A. The purpose of this policy is to set forth the F.N.B. Corporation insider trading rules, procedures and guidelines, i |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024 ☐ 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. CORP |
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| January 22, 2025 |
F.N.B. Corporation Reports Fourth Quarter and Full Year 2024 Earnings Strong Tangible Book Value per Share (non-GAAP) Growth of 11% and Record Tangible Common Equity Ratio (non-GAAP) of 8.2% PITTSBURGH, PA – January 22, 2025 – F.N.B. Corporation (NYSE: FNB) reported earnings for the fourth quarter of 2024 with net income available to common stockholders of $109.9 million, or $0.30 per diluted comm |
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| January 22, 2025 |
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 22, 2025 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 |
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| January 8, 2025 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 30, 2024) Registration No. |
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| December 11, 2024 |
Exhibit 4.2 F.N.B. CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, Paying Agent and Security Registrar THIRD SUPPLEMENTAL INDENTURE Dated as of December 11, 2024 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 2 1.01 Relation to Base Indenture 2 1.02 Definition of Terms 2 ARTICLE 2 GENERAL TERMS AND CONDITIONS OF THE NOTES 3 2.01 Designation and Principal Amount 3 2.02 Maturity 3 2 |
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| December 11, 2024 |
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): December 11, 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 (Commissio |
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| December 5, 2024 |
$500,000,000 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 Table of Contents Filed Pursuant to Rule 424(b)(2) File No. 333-281868 PROSPECTUS SUPPLEMENT (To Prospectus dated August 30, 2024) $500,000,000 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 We are offering $500,000,000 aggregate principal amount of our 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (which we refer to as the “notes”). The notes will mature on December 11, 2030. T |
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| December 5, 2024 |
Exhibit 1.1 $500,000,000 F.N.B. Corporation 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 Underwriting Agreement December 4, 2024 Morgan Stanley & Co. LLC BofA Securities, Inc. As representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, NY 10036 c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Lad |
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| December 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) F.N.B. Corporation (Exact Name of Registrant as Spec i fied in its Charter) Table 1: Newly Registe re d Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Debt 5.722% Fixed Rate / Floating R |
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| December 5, 2024 |
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): December 4, 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 |
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| December 4, 2024 |
SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED DECEMBER 4, 2024 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-281868 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933 and is subject to completion. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale o |
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| December 4, 2024 |
Filed Pursuant to Rule 433 Registration Statement No. 333-281868 December 4, 2024 PRICING TERM SHEET December 4, 2024 F.N.B. Corporation $500,000,000 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 Issuer: F.N.B. Corporation (the “Company”) Security: 5.722% Fixed Rate / Floating Rate Senior Notes due 2030 (the “Notes”) Principal Amount: $500,000,000 Expected Ratings: Baa2 / BBB- / A- (Mood |
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| November 20, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 30, 2024) Registration No. |
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| November 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2024 ☐ 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. CO |
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| October 30, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 30, 2024) Registration No. |
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| October 18, 2024 |
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): October 17, 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 |
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| October 18, 2024 |
F.N.B. Corporation Reports Third Quarter 2024 Earnings Deposit Growth of $1.8 billion, or 5%, Linked-Quarter and Tangible Book Value per Share (non-GAAP) Growth of 15% from the Year-Ago Quarter PITTSBURGH, PA – October 17, 2024 – F.N.B. Corporation (NYSE: FNB) reported earnings for the third quarter of 2024 with net income available to common stockholders of $110.1 million, or $0.30 per diluted co |
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| October 2, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 30, 2024) Registration No. |
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| August 30, 2024 |
Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) F.N.B. Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carr |
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| August 30, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. |
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| August 30, 2024 |
Power of Attorney (filed herewith) Exhibit 24.1 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Corporation”), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| August 30, 2024 |
Form of Nonnegotiable Subordinated Special Daily Note, Series 2024 Exhibit 4.9.8 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENTAL AGENCY. FNB FINANCIAL SERVICES, LP NONNEGOTIABLE SUBORDINATED SPECIAL DAILY NOTE This Nonnegotiable Subordinated Special Daily Note Register is provided for the convenience of the Holder. Entries may be |
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| August 30, 2024 |
Form of General Partner Certificate pursuant to Indenture Exhibit 4.6.8 FNB FINANCIAL SERVICES, LP General Partner Certificate Pursuant to Indenture Pursuant to Sections 102 and 301 of the Indenture dated as of August 16, 2005 (as amended and supplemented from time to time, the “Indenture”), by and among FNB Financial Services, LP (the “Company”), F.N.B. Corporation, as Guarantor (the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A. (as s |
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| August 30, 2024 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| August 30, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| August 30, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) FNB Financial Services, LP (Exact name of Registrant as specified in its certificate of limited partnership) F. |
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| August 30, 2024 |
Filing Fee Table, filed herewith Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) F.N.B. Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carr |
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| August 30, 2024 |
Power of Attorney for FNB Financial Services, LP Exhibit 24.1 FNB FINANCIAL SERVICES, LP POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the several directors of FNB Consumer Services Inc. (the “General Partner”), the General Partner of FNB Financial Services, LP (the “Partnership”), whose signature appears below constitutes and appoints Scott Free and James Dutey and each of them acting alone, his true and lawful attorneys-in-fac |
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| August 30, 2024 |
Power of Attorney for F.N.B. Corporation Exhibit 24.2 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Corporation”), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| August 30, 2024 |
Form of Nonnegotiable Subordinated Term Note, Series 2024 Exhibit 4.7.8 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENT AGENCY. MONTH NONNEGOTIABLE SUBORDINATED TERM NOTE, SERIES 2024 FNB FINANCIAL SERVICES, LP Suite 202, 103 Foulk Road Wilmington, Delaware 19803 No. $ FOR VALUE RECEIVED, FNB FIN |
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| August 30, 2024 |
Form of Acceptance of Offer for Series 2024 Notes Exhibit 4.13.7 Account No. ACCEPTANCE OF OFFER The undersigned hereby agrees to purchase, at par, $ in aggregate principal amount of the following securities (the “Securities”) of FNB Financial Services, LP (the “Company”) offered pursuant to the Prospectus dated August , 2024 (as the same may be amended, modified or supplemented, the “Prospectus”), receipt of which is hereby acknowledged: Securit |
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| August 30, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration Nos. |
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| August 30, 2024 |
Power of Attorney, filed herewith Exhibit 24.1 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Corporation”), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| August 30, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. |
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| August 30, 2024 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| August 30, 2024 |
Form of Nonnegotiable Subordinated Daily Note, Series 2024 Exhibit 4.8.8 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENTAL AGENCY. FNB FINANCIAL SERVICES, LP NONNEGOTIABLE SUBORDINATED DAILY NOTE This Nonnegotiable Subordinated Daily Note Register is provided for the convenience of the Holder. Entries may be made only by an |
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| August 30, 2024 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| August 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 June 30, 2024 ☐ 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. CORPORA |
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| July 31, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| July 18, 2024 |
F.N.B. Corporation Reports Second Quarter 2024 Earnings Continues to Gain Market Share with Loan and Deposit Linked-Quarter Growth of 3.6% and 0.7%, Respectively PITTSBURGH, PA – July 17, 2024 – F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2024 with net income available to common stockholders of $123.0 million, or $0.34 per diluted common share. Comparatively, second |
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| July 18, 2024 |
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): July 17, 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 Fi |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Commission File Number: 001-31940 A. Full title of the pl |
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| June 20, 2024 |
Exhibit 99.1 F.N.B. Corporation Investor Presentation Second Quarter 2024 June 2024 1 Cautionary Statement Regarding Forward-Looking Information This document may contain statements regarding F.N.B. Corporation’s outlook for earnings, revenues, expenses, tax rates, capital and liquidity levels and ratios, asset quality levels, financial position and other matters regarding or affecting our current |
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| June 20, 2024 |
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): June 20, 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 Fi |
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| May 21, 2024 |
As filed with the Securities and Exchange Commission on May 21, 2024. As filed with the Securities and Exchange Commission on May 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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. |
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| May 21, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) F.N.B. CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 |
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| May 9, 2024 |
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): May 8, 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 |
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| May 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2024 ☐ 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. CORPOR |
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| April 18, 2024 |
F.N.B. Corporation Reports First Quarter 2024 Earnings Reports Record Tangible Common Equity Ratio (non-GAAP) of 8.0% and Strong Non-Interest Income of $87.9 Million PITTSBURGH, PA – April 17, 2024 – F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2024 with net income available to common stockholders of $116.3 million, or $0.32 per diluted common share. Comparatively, fir |
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| April 18, 2024 |
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): April 17, 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 F |
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| April 10, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy |
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| March 29, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| February 27, 2024 |
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): February 26, 2024 (February 21, 2024) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 2 |
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| February 27, 2024 |
Bylaws of F.N.B. Corporation, effective February 21, 2024. Exhibit 3.2 BYLAWS OF F.N.B. CORPORATION A Pennsylvania Business Corporation Effective December 14, 2022February 21, 2024 ARTICLE I Shareholders Section 1.01 Place and Time of Meeting. All meetings of the shareholders shall be held at such place and time as proposed by the Chair of the F.N.B. Corporation (“Corporation”) Board of Directors (“Board”) and as may be fixed from time to time by the Boar |
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| February 26, 2024 |
EXHIBIT 21 LIST OF SUBSIDIARIES Following lists the significant subsidiaries of the registrant and the state or jurisdiction of incorporation of each: NAME INCORPORATED 1) First National Bank of Pennsylvania United States 2) First National Insurance Agency, LLC Delaware First National Trust Company (which includes First National Investment Services Company, LLC and F. |
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| February 26, 2024 |
BYLAWS OF F.N.B. CORPORATION A Pennsylvania Business Corporation Effective February 21, 2024 Exhibit 3.2 1 ARTICLE I Shareholders Section 1.01 Place and Time of Meeting. All meetings of the shareholders shall be held at such place and time as proposed by the Chair of the F.N.B. Corporation (“Corporation”) Board of Directors (“Board”) and as may be fixed from time to time by the Board, and stated i |
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| February 26, 2024 |
F.N.B. Corporation Compensation Recoupment (Clawback) Policy (filed herewith). USACTIVE-172953588.1-JGAROMAT COMPENSATION RECOUPMENT (“CLAWBACK”) POLICY Purpose F.N.B. Corporation (the “Company”) is establishing this policy to align the interests of executive officers of the Company with those of shareholders, to create and maintain a culture that emphasizes integrity and accountability and to enforce the Company’s pay-for-performance compensation philosophy. This policy pro |
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| February 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023 ☐ 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. CORP |
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| February 15, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on February 26, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 13, 2024 |
FNB / F.N.B. Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0957-fnbcorppa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: FNB Corp/PA Title of Class of Securities: Common Stock CUSIP Number: 302520101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pur |
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| February 9, 2024 |
FNB / F.N.B. Corporation / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3 )* FNB Corp/PA (Name of Issuer) Common Stock (Title of Class of Securities) 302520101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 6, 2024 |
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): February 5, 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 |
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| February 6, 2024 |
Exhibit 99.1 FOR IMMEDIATE RELEASE First National Bank Announces Continued Commitment to Affordable Home Loan Programs for Minority Communities in North Carolina Yadkin Bank and Successor Enter into Agreement with U.S. Department of Justice and State of North Carolina WINSTON-SALEM, NC – FEBRUARY 5, 2024 – Yadkin Bank (Yadkin) and its successor by merger, First National Bank of Pennsylvania (the B |
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| January 19, 2024 |
F.N.B. Corporation Reports Fourth Quarter 2023 Earnings and Executes Balance Sheet Optimization Strategy Full-Year Record Revenue and Tangible Book Value per Share Growth of 14.5% PITTSBURGH, PA – January 18, 2024 – F.N.B. Corporation (NYSE: FNB) reported earnings for the fourth quarter of 2023 with net income available to common stockholders of $48.7 million, or $0.13 per diluted common share. Co |
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| January 19, 2024 |
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 18, 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 |
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| January 12, 2024 |
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 |
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| January 12, 2024 |
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 |
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| January 10, 2024 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| December 6, 2023 |
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): November 30, 2023 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 (Commissio |
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| December 6, 2023 |
Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) dated effective as of November 30, 2023 (the “Effective Date”), between First National Bank of Pennsylvania, having its principal place of business at One North Shore Center, 12 Federal Street, Pittsburgh, Pennsylvania 15212 (the “Employer”), and Gary L. Guerrieri, an individual |
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| November 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2023 ☐ 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. CO |
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| October 19, 2023 |
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): October 18, 2023 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 |
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| October 19, 2023 |
F.N.B. Corporation Reports Third Quarter 2023 Earnings Period-End Loans and Deposits Linked-Quarter Growth of 2.5% and 2.3%, respectively PITTSBURGH, PA – October 18, 2023 – F.N.B. Corporation (NYSE: FNB) reported earnings for the third quarter of 2023 with net income available to common stockholders of $143.3 million, or $0.40 per diluted common share. Comparatively, third quarter of 2022 net inc |
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| August 16, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| August 9, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 June 30, 2023 ☐ 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. CORPORA |
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| July 20, 2023 |
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): July 19, 2023 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 Fi |
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| July 20, 2023 |
F.N.B. Corporation Reports Second Quarter 2023 Earnings Maintains Stable Deposit Balances, Efficiency Ratio (non-GAAP) of 50% PITTSBURGH, PA – July 19, 2023 – F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2023 with net income available to common stockholders of $140.4 million, or $0.39 per diluted common share. Comparatively, second quarter of 2022 net income available |
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| June 28, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 Commission File Number: 001-31940 A. Full title of the pl |
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| May 24, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| May 15, 2023 |
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): May 10, 2023 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 Fil |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2023 ☐ 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. CORPOR |
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| May 3, 2023 |
Filed Pursuant to Rule 424(b)(2) Registration No. 333-259204 and 333-259204-01 424B2 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 31, 2021) Filed Pursuant to Rule 424(b)(2) Registration No. |
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| April 20, 2023 |
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): April 19, 2023 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 F |
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| April 20, 2023 |
F.N.B. Corporation Reports First Quarter 2023 Earnings Maintains Strong Liquidity and Capital Position with Stable Deposit Balances and Record Revenue Return on Average Assets of 1.4% and Return on Average Tangible Common Equity (non-GAAP) of 20% PITTSBURGH, PA – April 19, 2023 – F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2023 with net income available to common stoc |
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| April 5, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| March 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro |
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| March 28, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by R ule 14a-6(e)(2)) ☒ Def |
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| March 8, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| March 1, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 1 d475789d424b2.htm 424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-259204 and 333-259204-01 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 31, 2021) FNB FINANCIAL SERVICES, LP $500,000,000 SUBORDINATED TERM NOTES AND DAILY NOTES Pursuant to the prospectus, FNB Financial Services, LP is offering up to Five Hundred Million Dollars ($500,000,000) aggregate principal amount of it |
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| February 24, 2023 |
Form of Time-Based Restricted Stock Unit Award Agreement. (filed herewith).* Exhibit 10.16 FORM OF F.N.B. CORPORATION Time-Based Restricted Stock Unit Award Agreement This Time-Based Restricted Stock Unit Award Agreement (“Agreement”) is made effective as of , prior to market close, between F.N.B. Corporation (“F.N.B.”), a Pennsylvania corporation, and the Participant (defined below). Any term capitalized herein but not defined will have the meaning set forth in the Plan ( |
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| February 24, 2023 |
Subsidiaries of the Registrant. (filed herewith). EXHIBIT 21 LIST OF SUBSIDIARIES Following lists the significant subsidiaries of the registrant and the state or jurisdiction of incorporation of each: NAME INCORPORATED 1) First National Bank of Pennsylvania United States 2) First National Insurance Agency, LLC Delaware First National Trust Company (which includes First National Investment Services Company, LLC and F. |
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| February 24, 2023 |
Exhibit 10.15A FORM OF F.N.B. CORPORATION Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ROATCE) This Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (“Agreement”) is made effective as of , prior to market close, between F.N.B. Corporation (F.N.B.), a Pennsylvania corporation, and (the “Participant”). Any term capitalized herein |
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| February 24, 2023 |
Exhibit 10.15B FORM OF F.N.B. CORPORATION Combined Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (ICG Growth) This Performance-Based Restricted Stock Unit and Performance Unit Award Agreement (“Agreement”) is made effective as of , prior to market close, between F.N.B. Corporation (F.N.B.), a Pennsylvania corporation, and (the “Participant”). Any term capitalized her |
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| February 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ 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. CORP |
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| February 24, 2023 |
Bylaws of F.N.B. Corporation, effective as of December 14, 2022. (filed herewith). Exhibit 3.2 BYLAWS OF F.N.B. CORPORATION A Pennsylvania Business Corporation Effective December 14, 2022 Article I Shareholders Section 1.01 Place and Time of Meeting. All meetings of the shareholders shall be held at such place and time as proposed by the Chair of the F.N.B. Corporation (“Corporation”) Board of Directors (“Board”) and as may be fixed from time to time by the Board, and stated in |
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| February 10, 2023 |
FNB / F.N.B. Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* FNB Corp/PA (Name of Issuer) Common Stock (Title of Class of Securities) 302520101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 9, 2023 |
FNB / F.N.B. Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SC 13G/A 1 tv0929-fnbcorppa.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: FNB Corp./PA Title of Class of Securities: Common Stock CUSIP Number: 302520101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pu |
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| January 24, 2023 |
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 23, 2023 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 |
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| January 24, 2023 |
F.N.B. Corporation Reports Fourth Quarter and Full Year 2022 Earnings Record revenue of $1.4 billion for 2022 drives the full-year efficiency ratio (non-GAAP) to 52.1% Successfully completed the acquisition of UB Bancorp on December 9, 2022 PITTSBURGH, PA – January 23, 2023 – F.N.B. Corporation (NYSE: FNB) reported earnings for the fourth quarter of 2022 with net income available to common stockho |
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| January 11, 2023 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| December 19, 2022 |
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): December 19, 2022 (December 14, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 2 |
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| December 19, 2022 |
Bylaws of F.N.B. Corporation, effective December 14, 2022. EX-3.2 2 d262529dex32.htm EX-3.2 Exhibit 3.2 BYLAWS OF F.N.B. CORPORATION A Pennsylvania Business Corporation Effective February 26December 14, 20202022 ARTICLE I Shareholders Section 1.01 Place and Time of Meeting. All meetings of the shareholders shall be held at such place and time as proposed by the Chair of the F.N.B. Corporation (“Corporation”) Board of Directors (“Board”) and as may be fixe |
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| December 12, 2022 |
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): December 12, 2022 (December 9, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25 |
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| December 12, 2022 |
F.N.B. Corporation Completes Acquisition of UB Bancorp FNB Welcomes New Customers in North Carolina Exhibit 99.1 FOR IMMEDIATE RELEASE F.N.B. Corporation Completes Acquisition of UB Bancorp FNB Welcomes New Customers in North Carolina PITTSBURGH, PA ? December 12, 2022 ? F.N.B. Corporation (NYSE: FNB) announced that it successfully completed its acquisition of Greenville, North Carolina-based UB Bancorp, including its wholly-owned banking subsidiary, Union Bank (Union). As a result of the acquis |
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| December 7, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| November 23, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| November 16, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| November 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2022 ? 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. CO |
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| November 4, 2022 |
Exhibit 10.1 EXECUTIVE RETENTION LIFE INSURANCE AGREEMENT This Executive Retention Life Insurance Agreement (the ?Agreement?) is made and entered into as of November 3, 2022, by and between Vincent J. Delie, Jr. (?Executive?) and F.N.B. Corporation (?Company?). RECITALS A. The Company will annually provide the Executive with compensation as an inducement for the Executive?s continued employment in |
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| November 2, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| October 20, 2022 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: UB Bancorp Date: October 20, 2022 This filing relates to the proposed merger of UB Bancorp with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2022 The follo |
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| October 19, 2022 |
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): October 18, 2022 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 |
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| October 19, 2022 |
F.N.B. Corporation Reports Third Quarter 2022 Earnings Record revenue drives the efficiency ratio (non-GAAP) to 49% PITTSBURGH, PA – October 18, 2022 – F.N.B. Corporation (NYSE: FNB) reported earnings for the third quarter of 2022 with net income available to common stockholders of $135.5 million, or $0.38 per diluted common share. Comparatively, third quarter of 2021 net income available to commo |
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| October 12, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| October 5, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| October 3, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| September 21, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| August 25, 2022 |
Exhibit 4.2 F.N.B. CORPORATION and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, Paying Agent and Security Registrar SECOND SUPPLEMENTAL INDENTURE Dated as of August 25, 2022 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 1.01 Relation to Base Indenture 1 1.02 Definition of Terms 1 ARTICLE 2 GENERAL TERMS AND CONDITIONS OF THE NOTES 2 2.01 Designation and Principal Amount 2 2.02 Maturity 2 2. |
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| August 25, 2022 |
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): August 25, 2022 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 |
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| August 24, 2022 |
Exhibit 1.1 EXECUTION COPY $350,000,000 F.N.B. Corporation 5.150% Senior Notes due 2025 Underwriting Agreement August 18, 2022 Morgan Stanley & Co. LLC Goldman Sachs & Co. LLC As representatives of the several Underwriters named in Schedule I hereto c/o Morgan Stanley & Co. LLC 1585 Broadway Avenue New York, NY 10036 Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 Ladies and Gentlemen: |
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| August 24, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 24, 2022 (August 18, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation) 001-31940 25-12 |
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| August 19, 2022 |
$350,000,000 5.150% Senior Notes Due August 25, 2025 Table of Contents Filed Pursuant to Rule 424(b)(2) File No. 333-256128 PROSPECTUS SUPPLEMENT (To Prospectus dated May 14, 2021) $350,000,000 5.150% Senior Notes Due August 25, 2025 The senior notes in the aggregate principal amount of $350,000,000 offered pursuant to this prospectus supplement and the accompanying prospectus will mature on August 25, 2025 and bear interest at 5.150% per annum, pay |
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| August 19, 2022 |
Exhibit 107 Calculation of Filing Fee Tables 424(b)(2) (Form Type) F.N.B. Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities The prospectus supplement to which this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate amount of the offering is $349,510,000. Security Type Security Class Title Fee Calculation o |
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| August 18, 2022 |
FWP 1 d359969dfwp.htm FWP Filed Pursuant to Rule 433 Registration Statement No. 333-256128 PRICING TERM SHEET August 18, 2022 F.N.B. Corporation $350,000,000 5.150% Senior Notes due 2025 Issuer: F.N.B. Corporation (the “Company”) Expected Ratings: Baa2 / BBB- / A- (Moody’s / S&P / KBRA) A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revisi |
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| August 18, 2022 |
$ % Senior Notes Due August , 20 424B5 1 d374930d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) File No. 333-256128 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective under the Securities Act of 1933. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sel |
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| August 11, 2022 |
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 1 d365706d424b3.htm 424B3 Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-266265 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear UB Bancorp Shareholders: On May 31, 2022, F.N.B. Corporation, or F.N.B., and UB Bancorp, entered into an Agreement and Plan of Merger that provides for the combination of the two companies. This combination will take place by merging UB Ban |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 9, 2022. Table of Contents As filed with the Securities and Exchange Commission on August 9, 2022. |
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| August 10, 2022 |
Form of Proxy Card for Special Meeting of Shareholders of UB Bancorp Exhibit 99.2 UB BANCORP C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Local Time on September 20, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records a |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) F.N.B. CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities* Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration F |
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| August 10, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| August 9, 2022 |
F.N.B. CORPORATION August 9, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jessica Livingston Re: F.N.B. Corporation Registration Statement on Form S-4 (File No. 333-266265) Request for Acceleration Dear Ms. Livingston: In accordance with Rule 461 under the Securities Act of 1933, F.N.B. Corporation (the ?Corpor |
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| August 5, 2022 |
Exhibit 10.2 Non-Employee Director Form F.N.B. CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (the ?Agreement?) is made and entered into effective as of [Date] (the ?Award Date?), between F.N.B. CORPORATION, a Pennsylvania corporation (the ?Company?), and [Name] (the ?Individual?). W I T N E S E T H T H A T: WHEREAS, the Individual serves as a Director |
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| August 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 June 30, 2022 ? 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. CORPORA |
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| August 2, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES 424B2 1 d387941d424b2.htm 424B2 PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. 333-259204 and 333-259204-01 FNB FINANCIAL SERVICES, LP $500,000,000 SUBORDINATED TERM NOTES AND DAILY NOTES Pursuant to the prospectus, FNB Financial Services, LP is offering up to Five Hundred Million Dollars ($500,000,000) aggregate principal amount of it |
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| July 22, 2022 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: UB Bancorp Date: July 22, 2022 This filing relates to the proposed merger of UB Bancorp with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2022 The followin |
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| July 21, 2022 |
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): July 20, 2022 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 Fi |
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| July 21, 2022 |
Exhibit 24.1 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the ?Corporation?), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| July 21, 2022 |
F.N.B. Corporation Reports Second Quarter of 2022 Earnings Strong linked quarter annualized loan growth of 18% with record revenue of $336 million and 55% efficiency ratio PITTSBURGH, PA ? July 20, 2022 ? F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2022 with net income available to common stockholders of $107.1 million, or $0.30 per diluted common share. Comparativel |
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| July 21, 2022 |
As filed with the Securities and Exchange Commission on July 21, 2022. Table of Contents As filed with the Securities and Exchange Commission on July 21, 2022. |
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| July 21, 2022 |
Consent of Piper Sandler & Co. Exhibit 99.1 1251 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY 10020 P 212 466-7800 | TF 800 635-6851 Member SIPC and NYSE. CONSENT OF PIPER SANDLER & CO. We hereby consent to the inclusion of our opinion letter to the Board of Directors of UB Bancorp (the ?Company?) as an Appendix to the Proxy Statement/Prospectus relating to the proposed merger of the Company with F.N.B. Corporation contained |
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| July 21, 2022 |
EX-FILING FEES 8 d365706dexfilingfees.htm EXHIBIT 107 Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) F.N.B. CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregat |
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| July 1, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| June 28, 2022 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: UB Bancorp Date: June 28, 2022 This filing relates to the proposed merger of UB Bancorp with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2022 ?FNB and Uni |
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| June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 Commission File Number: 001-31940 A. Full title of the pl |
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| June 1, 2022 |
425 1 d341009d425.htm 425 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): June 1, 2022 (May 31, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporat |
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| June 1, 2022 |
425 1 d354662d425.htm 425 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): June 1, 2022 (May 31, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporat |
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| June 1, 2022 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: UB Bancorp Date: June 1, 2022 This filing relates to the proposed merger of UB Bancorp with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2022 The following |
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| June 1, 2022 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and UB BANCORP Dated as of May 31, 2022 TABLE OF CONTENTS Page ARTICLE 1 THE MERGER 1 1.1 The Merger 1 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of UBNC Common Stock 2 1.5 FNB Capital Stock 4 1.6 UBNC Equity Awards 4 1.7 Articles of Incorporation and Bylaws of the Surviving Company 6 1.8 The |
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| June 1, 2022 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: UB Bancorp Date: June 1, 2022 This filing relates to the proposed merger of UB Bancorp with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 31, 2022 The following |
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| June 1, 2022 |
Acquisition of UB Bancorp Further Strengthening Our Presence in North Carolina June 1, 2022 Exhibit 99. |
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| June 1, 2022 |
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): June 1, 2022 (May 31, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 |
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| June 1, 2022 |
F.N.B. Corporation Strengthens North Carolina Presence With Pending Acquisition of UB Bancorp Exhibit 99.1 F.N.B. Corporation Strengthens North Carolina Presence With Pending Acquisition of UB Bancorp Joint Press Release PITTSBURGH, PA, and GREENVILLE, NC ? June 1, 2022 ? F.N.B. Corporation (?FNB?) (NYSE: FNB) and UB Bancorp (OTCQX: UBNC) today announced the signing of a definitive merger agreement for FNB to acquire UB Bancorp, including its wholly-owned banking subsidiary, Union Bank, in |
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| June 1, 2022 |
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): June 1, 2022 (May 31, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 |
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| May 12, 2022 |
As filed with the Securities and Exchange Commission on May 12, 2022. As filed with the Securities and Exchange Commission on May 12, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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. Em |
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| May 12, 2022 |
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): May 10, 2022 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 Fil |
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| May 12, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) F.N.B. CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 pe |
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| May 12, 2022 |
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): May 12, 2022 (May 10, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 |
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| May 5, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 March 31, 2022 ? 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. CORPOR |
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| May 2, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| April 27, 2022 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| April 19, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES FORM S-8 (Form Type) F.N.B. CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 pe |
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| April 19, 2022 |
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): April 18, 2022 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 F |
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| April 19, 2022 |
F.N.B. Corporation Reports First Quarter of 2022 Earnings Successfully completed the acquisition of Howard Bancorp, Inc. and announces a $150 million share repurchase program PITTSBURGH, PA ? April 18, 2022 ? F.N.B. Corporation (NYSE: FNB) reported earnings for the first quarter of 2022 with net income available to common stockholders of $51.0 million, or $0.15 per diluted common share. Comparativ |
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| April 19, 2022 |
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): April 19, 2022 (April 18, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255 |
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| April 19, 2022 |
Exhibit 10.1 F.N.B. Corporation Deferred Compensation Plan April 18, 2022 IMPORTANT NOTE This document has not been approved by the Department of Labor, Internal Revenue Service, or any other governmental entity. An adopting Employer must determine whether the Plan is subject to the Federal securities laws and the securities laws of the various states. An adopting Employer may not rely on this doc |
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| April 19, 2022 |
Power of attorney (included on signature page hereto) As filed with the Securities and Exchange Commission on April 19, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 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. |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| March 25, 2022 |
DEF 14A 1 d218369ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as |
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| March 25, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 ? 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. CORP |
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| February 24, 2022 |
Subsidiaries of the Registrant. (filed herewith). EXHIBIT 21 LIST OF SUBSIDIARIES Following lists the significant subsidiaries of the registrant and the state or jurisdiction of incorporation of each: NAME INCORPORATED 1) First National Bank of Pennsylvania United States 2) First National Insurance Agency, LLC Delaware First National Trust Company (which includes First National Investment Services Company, LLC and F. |
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| February 10, 2022 |
FNB / F.N.B. Corp / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* Name of issuer: FNB Corp./PA Title of Class of Securities: Common Stock CUSIP Number: 302520101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule |
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| February 8, 2022 |
FNB / F.N.B. Corp / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* FNB Corp/PA (Name of Issuer) Common Stock (Title of Class of Securities) 302520101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i |
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| January 28, 2022 |
As filed with the Securities and Exchange Commission on January 28, 2022 As filed with the Securities and Exchange Commission on January 28, 2022 Registration No. |
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| January 28, 2022 |
Howard Bancorp, Inc. 2013 Equity Incentive Plan, filed herewith Exhibit 99.1 Dated: January 22, 2014 HOWARD BANCORP, INC. 2013 EQUITY INCENTIVE PLAN 1. Establishment, Purpose and Types of Awards. Howard Bancorp, Inc. (the ?Company?), the parent holding company of Howard Bank (the ?Bank?), hereby establishes the HOWARD BANCORP, INC. 2013 EQUITY INCENTIVE PLAN (the ?Plan?). The purpose of the Plan is to advance the interests of the Company by providing directors |
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| January 24, 2022 |
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 24, 2022 (January 22, 2022) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25- |
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| January 24, 2022 |
Exhibit 99.1 FOR IMMEDIATE RELEASE F.N.B. Corporation Completes Merger with Howard Bancorp, Inc. Customer and Branch Conversion To Be Finalized February 7, 2022 PITTSBURGH, PA ? January 24, 2022 ? F.N.B. Corporation (NYSE: FNB) announced today that it successfully completed its merger with Baltimore, Maryland-based Howard Bancorp, Inc. (Howard) on January 22, 2022. The customer and branch branding |
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| January 20, 2022 |
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 19, 2022 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 |
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| January 20, 2022 |
F.N.B. Corporation Reports Fourth Quarter 2021 and Full Year Earnings Record revenue leads to 2021 earnings per common share of $1.23 and 9% year-over-year tangible book value growth per share PITTSBURGH, PA ? January 19, 2022 ? F.N.B. Corporation (NYSE: FNB) reported earnings for the fourth quarter of 2021 with net income available to common stockholders of $96.5 million, or $0.30 per diluted com |
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| November 5, 2021 |
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): November 5, 2021 (November 5, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25- |
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| November 5, 2021 |
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): November 5, 2021 (November 5, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25- |
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| November 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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, 2021 ? 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. CO |
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| November 3, 2021 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| November 1, 2021 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| October 26, 2021 |
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): October 26, 2021 (October 26, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25- |
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| October 26, 2021 |
F.N.B. Corporation Receives Final Regulatory Approval for Howard Bancorp, Inc. Merger Exhibit 99.1 FOR IMMEDIATE RELEASE F.N.B. Corporation Receives Final Regulatory Approval for Howard Bancorp, Inc. Merger PITTSBURGH, PA ? October 26, 2021 ? F.N.B. Corporation (NYSE: FNB) announced it has received all regulatory clearances for its proposed merger with Howard Bancorp, Inc. (Howard) (NASDAQ: HBMD). The Board of Governors of the Federal Reserve System, the Office of the Comptroller o |
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| October 26, 2021 |
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): October 26, 2021 (October 26, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25- |
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| October 20, 2021 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: October 19, 2021 This filing relates to the proposed merger of Howard Bancorp, Inc. with F.N.B. Corporation, pursuant to the terms of that certain Agreement and |
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| October 19, 2021 |
F.N.B. Corporation Reports Strong Third Quarter 2021 Earnings Record revenue of $321 million drives earnings per common share of $0.34 PITTSBURGH, PA ? October 18, 2021 ? F.N.B. Corporation (NYSE: FNB) reported earnings for the third quarter of 2021 with net income available to common stockholders of $109.5 million, or $0.34 per diluted common share. Comparatively, third quarter of 2020 net income |
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| October 19, 2021 |
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): October 18, 2021 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 |
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| October 5, 2021 |
MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT 424B3 1 d191747d424b3.htm 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-259492 MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT Dear Howard Bancorp, Inc. Stockholders: On July 12, 2021, F.N.B. Corporation, or F.N.B., and Howard Bancorp, Inc., or Howard, entered into an Agreement and Plan of Merger that provides for the combination of the two companies. This combination w |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 29, 2021. Table of Contents As filed with the Securities and Exchange Commission on September 29, 2021. |
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| September 29, 2021 |
[F.N.B. CORPORATION LETTERHEAD] [F.N.B. CORPORATION LETTERHEAD] September 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jessica Livingston Re: F.N.B. Corporation Registration Statement on Form S-4 (File No. 333-259492) Request for Acceleration Dear Ms. Livingston: In accordance with Rule 461 under the Securities Act of 1933, F.N.B. Corpora |
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| September 29, 2021 |
Form of Proxy Card for Special Meeting of Stockholders of Howard Bancorp, Inc. Exhibit 99.2 Your vote matters ? here?s how to vote! Before the meeting, you may vote online or by phone instead of mailing this card. Online Go to www.investorvote.com/HBMD-SM or scan the QR code ? login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada During the meeting: Go to https://meetnow.global/MHS7ML2. You may |
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| September 13, 2021 |
As filed with the Securities and Exchange Commission on September 13, 2021. Table of Contents As filed with the Securities and Exchange Commission on September 13, 2021. |
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| September 13, 2021 |
EX-24.1 7 d191747dex241.htm EX-24.1 Exhibit 24.1 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the “Corporation”), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each |
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| September 13, 2021 |
Consent of Keefe, Bruyette & Woods, Inc. Exhibit 99.1 CONSENT OF KEEFE, BRUYETTE & WOODS, INC. We hereby consent to the inclusion of our opinion letter to the Board of Directors of Howard Bancorp, Inc. (?Howard?) as Appendix D to the Proxy Statement/Prospectus which forms a part of the Registration Statement on Form S-4 filed by F.N.B. Corporation (?FNB?) on the date hereof (the ?Registration Statement?) relating to the proposed merger o |
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| September 10, 2021 |
Form 425 Raymond James Conference September 8, 2021 F.N.B. Corporation Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: September 8, 2021 Cautionary Statement Regarding Forward-Looking Information and Non-GAAP |
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| September 1, 2021 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2021) Registration No. |
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| August 31, 2021 |
Form of Nonnegotiable Subordinated Term Note, Series 2021 Exhibit 4.7.7 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENT AGENCY. MONTH NONNEGOTIABLE SUBORDINATED TERM NOTE, SERIES 2021 FNB FINANCIAL SERVICES, LP Suite 202, 103 Foulk Road Wilmington, Delaware 19803 No. $ FOR VALUE RECEIVED, FNB FINANCIAL SERVICES, LP (the ?I |
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| August 31, 2021 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ? THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| August 31, 2021 |
Form of Nonnegotiable Subordinated Special Daily Note, Series 2021 Exhibit 4.9.7 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENTAL AGENCY. FNB FINANCIAL SERVICES, LP NONNEGOTIABLE SUBORDINATED SPECIAL DAILY NOTE This Nonnegotiable Subordinated Special Daily Note Register is provided for the convenience of the Holder. Entries may be |
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| August 31, 2021 |
Power of Attorney for F.N.B. Corporation Exhibit 24.2 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the ?Corporation?), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| August 31, 2021 |
Form of General Partner Certificate pursuant to Indenture Exhibit 4.6.7 FNB FINANCIAL SERVICES, LP General Partner Certificate Pursuant to Indenture Pursuant to Sections 102 and 301 of the Indenture dated as of August 16, 2005 (as amended and supplemented from time to time, the ?Indenture?), by and among FNB Financial Services, LP (the ?Company?), F.N.B. Corporation, as Guarantor (the ?Guarantor?) and The Bank of New York Mellon Trust Company, N.A. (as s |
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| August 31, 2021 |
Power of Attorney for FNB Financial Services, LP Exhibit 24.1 FNB FINANCIAL SERVICES, LP POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the several directors of FNB Consumer Services Inc. (the ?General Partner?), the General Partner of FNB Financial Services, LP (the ?Partnership?), whose signature appears below constitutes and appoints Scott Free and James Dutey and each of them acting alone, his true and lawful attorneys-in-fac |
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| August 31, 2021 |
Form of Nonnegotiable Subordinated Daily Note, Series 2021 Exhibit 4.8.7 THIS SECURITY IS NOT A SAVINGS ACCOUNT OR AN OBLIGATION OF AN INSURED DEPOSITORY INSTITUTION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC) OR ANY GOVERNMENTAL AGENCY. FNB FINANCIAL SERVICES, LP NONNEGOTIABLE SUBORDINATED DAILY NOTE This Nonnegotiable Subordinated Daily Note Register is provided for the convenience of the Holder. Entries may be made only by an |
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| August 31, 2021 |
Form of Acceptance of Offer for Series 2021 Notes Exhibit 4.13.6 Account No. ACCEPTANCE OF OFFER The undersigned hereby agrees to purchase, at par, $ in aggregate principal amount of the following securities (the ?Securities?) of FNB Financial Services, LP (the ?Company?) offered pursuant to the Prospectus dated August , 2021 (as the same may be amended, modified or supplemented, the ?Prospectus?), receipt of which is hereby acknowledged: Securit |
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| August 31, 2021 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ? THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95- |
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| August 31, 2021 |
As filed with the Securities and Exchange Commission on August 31, 2021 Table of Contents As filed with the Securities and Exchange Commission on August 31, 2021 Registration Nos. |
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| August 23, 2021 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: August 23, 2021 This filing relates to the proposed merger of Howard Bancorp, Inc. with F.N.B. Corporation, pursuant to the terms of that certain Agreement and |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 June 30, 2021 ? 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. CORPORA |
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| July 21, 2021 |
Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: July 20, 2021 This filing relates to the proposed merger of Howard Bancorp, Inc. with F.N.B. Corporation, pursuant to the terms of that certain Agreement and Pl |
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| July 20, 2021 |
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): July 19, 2021 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 Fi |
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| July 20, 2021 |
F.N.B. Corporation Reports Second Quarter 2021 Earnings Earnings per common share totals $0.31 and tangible book value builds to $8.20 PITTSBURGH, PA ? July 19, 2021 ? F.N.B. Corporation (NYSE: FNB) reported earnings for the second quarter of 2021 with net income available to common stockholders of $99.4 million, or $0.31 per diluted common share. Comparatively, second quarter of 2020 net income a |
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| July 13, 2021 |
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): July 13, 2021 (July 12, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-125540 |
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| July 13, 2021 |
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): July 13, 2021 (July 12, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-125540 |
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| July 13, 2021 |
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): July 13, 2021 (July 12, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-125540 |
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| July 13, 2021 |
425 1 d202284d425.htm FORM 425 Table of Contents Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: July 13, 2021 This filing relates to the proposed merger of Howard Bancorp, Inc. with F.N.B. Corporation, pursu |
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| July 13, 2021 |
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): July 13, 2021 (July 12, 2021) F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-125540 |
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| July 13, 2021 |
425 1 d125512d425.htm FORM 425 Filed by F.N.B. Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Howard Bancorp, Inc. Commission File No.: 001-35489 Date: July 13, 2021 This filing relates to the proposed merger of Howard Bancorp, Inc. with F.N.B. Corporation, pursuant to the terms o |
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| July 13, 2021 |
Acquisition of Howard Bancorp, Inc. July 13, 2021 Exhibit 99.2 Disclaimer This presentation contemplates a business combination pursuant to a merger agreement, dated as of July 12, 2021, between F.N.B. Corporation and Howard Bancorp, Inc. This presentation discusses the proposed transaction and does not purport to be all-inclusive, or to give you any legal, tax or investment advice. This presentat |
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| July 13, 2021 |
Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER between F.N.B. CORPORATION and HOWARD BANCORP, INC. Dated as of July 12, 2021 TABLE OF CONTENTS Page Article 1 THE MERGER 2 1.1 The Merger 2 1.2 Effective Time 2 1.3 Effects of the Merger 2 1.4 Conversion of HBI Common Stock 2 1.5 FNB Capital Stock 3 1.6 HBI Equity Awards 4 1.7 Articles of Incorporation and Bylaws of the Surviving Company |
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| July 13, 2021 |
F.N.B. Corporation and Howard Bancorp, Inc. Announce Merger Strengthening Mid-Atlantic Presence Exhibit 99.1 F.N.B. Corporation and Howard Bancorp, Inc. Announce Merger Strengthening Mid-Atlantic Presence Joint Press Release PITTSBURGH, PA and BALTIMORE, MD ? July 13, 2021 ? F.N.B. Corporation (?FNB?) (NYSE: FNB) and Howard Bancorp, Inc. (?Howard?) (NASDAQ: HBMD) today announced the signing of a definitive merger agreement for FNB to acquire Howard, including its wholly-owned banking subsidi |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 Commission File Number: 001-31940 A. Full title of the pl |
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| June 9, 2021 |
FNB FINANCIAL SERVICES, LP SUBORDINATED TERM NOTES AND DAILY NOTES PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(2) (To Prospectus Dated August 31, 2018) Registration No. |
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| May 14, 2021 |
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): May 11, 2021 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 Fil |
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| May 14, 2021 |
Power of Attorney (filed herewith) Exhibit 24.1 F.N.B. CORPORATION Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and/or officers of F.N.B. Corporation, a corporation organized under the laws of the Commonwealth of Pennsylvania (the ?Corporation?), hereby constitutes and appoints Vincent J. Delie, Jr., Vincent J. Calabrese, Jr. and James G. Orie, and each of them (with full power to each of |
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| May 14, 2021 |
Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
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| May 14, 2021 |
Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ? Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of principal |
