Current Report · Items 5.02, 5.07 · 8-K

FNB CORP/PA/

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS' COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Our independent lead director, William B. Campbell, who has been a director of F.N.B. Corporation since 1975, did not stand for re-election and retired from our Board of Directors effective May 6, 2026.

Filed May 8, 2026Accepted May 8, 2026, 9:00 AM EDTCIK 37808Accession 0000037808-26-000014

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Company context

F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. FNB’s market coverage spans several major metropolitan areas including: Pittsburgh, Pennsylvania; Baltimore, Maryland; Cleveland, Ohio; Washington, D.C.; Charlotte, Raleigh, Durham and the Piedmont Triad (Winston-Salem, Greensboro and High Point) in North Carolina; and Charleston, South Carolina. The Company has total assets of more than $50 billion and over 350 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington, D.C. and Virginia.

Current securities

FNBNYSE · EQUITY · Current

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Disclosure sections

Items 5.02, 5.07

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Item 5.02Item 5.02 - Departure/Election of Directors

Item 5.07Item 5.07 - Submission of Matters to Vote

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the F.N.B. Corporation Annual Meeting held on May 6, 2026, shareholders voted on the matters set forth below. Proposal 1 - Election of Our Board of Directors Our ten director nominees proposed by the Board of Directors were elected to serve until the 2027 Annual Meeting by the following vote of common shareholders: Director Nominee For % Withhold % Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────── Pamela A. Bena 274,443,637 97.24% 7,795,885 2.76% 33,431,676 James D. Chiafullo 252,862,537 89.59% 29,376,985 10.41% 33,431,676 Vincent J. Delie, Jr. 275,371,433 97.57% 6,868,089 2.43% 33,431,676 Mary Jo Dively 280,350,070 99.33% 1,889,452 0.67% 33,431,676 David J. Malone 269,040,072 95.32% 13,199,450 4.68% 33,431,676 Frank C. Mencini 274,450,444 97.24% 7,789,078 2.76% 33,431,676 David L. Motley 276,119,473 97.83% 6,120,049 2.17% 33,431,676 Heidi A. Nicholas 278,467,195 98.66% 3,772,327 1.34% 33,431,676 John S. Stanik 278,370,739 98.63% 3,868,783 1.37% 33,431,676 William J. Strimbu 264,398,695 93.68% 17,840,827 6.32% 33,431,676 Proposal 2 - Advisory Resolution to Approve Executive Compensation The advisory resolution to approve the 2025 compensation of our named executive officers was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 271,506,978 96.55% 9,705,921 3.45% 1,026,623 33,431,676 Proposal 3 - Ratification of FNB's Independent Registered Public Accounting Firm The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 307,043,313 97.44% 8,059,504 2.56% 568,381 —