F N B : 2026 Annual Meeting
FNB
Published on 05/06/2026 at 02:17 pm EDT
May 6, 2026 | Annual Meeting of Shareholders
Annual Meeting Rules of Conduct
F.N.B. Corporation Management Team
Chairman, President & Chief Executive Officer
F.N.B. Corporation and First National Bank of Pennsylvania
F.N.B. Corporation Chief Legal Officer and Corporate Secretary
F.N.B. Corporation Chief Financial Officer
F.N.B. Corporation Chief Credit Officer
Annual Meeting Agenda
Official Business Matters
Management Presentation
Questions and Answers
Corporate Secretary's Report
Printed Notice Mailed March 25, 2026
Distributed to Shareholders of Record as of March 9, 2026
Quorum
2025 Annual Meeting Minutes
Appointment of Judges of Election and Inspector of Election
Judges of Election:
Lisa Hajdu Lou Melocchi Frank Schiraldi
Inspector of Election:
Peter Friz
Broadridge Financial Solutions, Inc.
F.N.B. Corporation Annual Shareholder Meeting Proposals
Three Proposals Were Presented to FNB Shareholders.
Nominees:
1. Pamela A. Bena
5. David J. Malone
9. John S. Stanik
James D. Chiafullo
Vincent J. Delie, Jr.
Mary Jo Dively
Frank C. Mencini
David L. Motley
Heidi A. Nicholas
10. William J. Strimbu
F.N.B. Corporation Annual Shareholder Voting Results
Three Proposals Were Approved.
For
Pamela A. Bena 5. David J. Malone 9. John S. Stanik
James D. Chiafullo 6. Frank C. Mencini 10. William J. Strimbu
Vincent J. Delie, Jr. 7. David L. Motley
Mary Jo Dively 8. Heidi A. Nicholas
For
For
Management Presentation
Stated Strategic Objectives and Accomplishments in 2025
FNB's strategy is
grounded in a focused set of pillars that guide how we grow and operate.
We continue to build on
long-term track record of disciplined growth and balanced performance.
Our overall goal is to generate sustainable shareholder value and drive long-term results.
* A non-GAAP measure, refer to the forms filed with the SEC for more information. Records in green. 10
(1) Operating basis. (2) FTE basis. (3) Comparison to December 31, 2024. (4) At or for the twelve months ended December 31, 2025.
eStore® Digital Banking Experience
Aggregates product offerings for a consistent and convenient experience across multiple banking channels.
eStore named
at Banking Tech Awards USA.
(1) Reflects total eStore interactions in December 2025 compared to December 2024. (2) Implemented the eStore Common Application for in-branch originations 11
across the footprint in June 2025.
FNB's Long-term Transformation
Since 2009(1), FNB's leadership team has transformed the Company and developed a sustainable longterm business model leading to optimal capital deployment which benefits our shareholders.
Over 50% of FNB's total asset growth has been
organic since 2009.
Returned $2.4 billion in capital to shareholders through dividends and repurchases since 2009(7).
Total revenue increased ~5x with non-interest income growth in the top quartile.
CAGR 9.6%
$20.03
$8.16
Total Assets
$50.2 B
Internal Capital Generation (ICG)
Total Revenue
$18.8 B
Total CAGR: 11.6%
Organic CAGR (2) : 8.3%
$8.7 B
$22.7 B
$4.65
$0.48
$11.87
$0.37 B
$8.7 B
$4.17
2009
2025
2009
2025
2009
2025
09 Assets Organic Growth Acquisitions TBV(3) Cumulative Dividends Net Interest Income Non-interest Inc
Expanded footprint across a combination of mature and high-growth markets across seven states.
Stable, granular deposit base with an organic CAGR of 8.6%.
Top 5 deposit market share position in nearly 50% of our MSAs(4).
Enhanced capital management, providing strength
and flexibility.
2009 2025
TCE/TA(3)
5.84%
8.89%
Efficiency Ratio(3)
63%
55%
ROATCE(3)
8.72%
14.42%
ROATA(3)
0.57%
1.24%
Dividend Payout Ratio
150%
31%
Superior industry-leading total shareholder return(5).
1 Year 3 Year 5 Year 12/31/2009
FNB 19.4% 45.3% 115.6% 382.8%
KBW Index(6) 3.3% 8.7% 31.1% 173.2%
ome
CAGR 10.2%
$1.77 B
Differentiated strategy for driving long-term value:
Diversified fee-income platform
Robust risk management
80+ workplace awards since 2011
Innovative digital and data analytics:
Award-winning eStore® and Common Application
Artificial intelligence and data science
Omnichannel experience across mobile, online and in-branch.
These results span the tenure of FNB's executive team at the Bank and holding company, including successfully guiding FNB through the aftermath of the
financial crisis, a global pandemic and a banking industry disruption. (2) Excludes the assets acquired through M&A. (3) A non-GAAP measure. (4) FDIC 12
market data as of June 30, 2025. (5) As of December 31, 2025. (6) KBW Regional Banks Index. (7) Includes 1Q26 dividend and share repurchases.
First Quarter 2026 Financial Results
13
Key Highlights for First Quarter 2026
Pre-provision net revenue(1) totaled $192.4 million, a 17% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.
Net income of $137.0 million, or $0.38 per diluted common share.
Total loans and leases (period-end), increased $334.2 million, or 3.9% annualized,
linked-quarter.
Consumer loans increased $198.2 million
Commercial loans and leases increased $136.0 million
Total deposits (period-end) increased $141.8 million, or 1.5% annualized, linked-quarter, with the mix of non-interest-bearing deposits to total deposits stable at 26%.
Loan-to-deposit ratio was 90.3% at March 31, 2026, compared to 89.7% at
December 31, 2025, and 91.9% at March 31, 2025.
Pre-provision net revenue(1) totaled $192.4 million, a 17% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.
Overall, asset quality metrics remain at solid levels.
The provision for credit losses was $18.5 million, a decrease of $0.4 million from the prior quarter.
Net charge-offs of 0.18% annualized of total average loans, a decrease from 0.19% annualized in the prior quarter.
$12.06
Tangible book value/share(1)
8.9%
Tangible Common Equity Ratio
11.4%
CET1 Capital Ratio(2)
3.25%
Net Interest Margin (FTE)(1)
13.2%
ROATCE(1)
0.34%
NPLs+OREO/
Record tangible book value(1) (TBV) of $12.06 per share with year-over-year growth of $1.23, or
11.4%.
CET1 ratio(2) totaled 11.4% and tangible common equity to tangible assets(1) (TCE/TA) of 8.9%.
Loans+OREO
(1) A non-GAAP measure, refer to the 8-K Form filed with the SEC on April 17, 2026, for more information. (2) Estimated for 1Q26. 14
Strategic Partnerships
Exclusive banking and financial services provider to Pittsburgh Penguins.
Official game jersey patch partner, which is showcased worldwide to millions of fans through television and social media exposure.
Forward-facing visibility at PPG Paints Arena, including the FNB Gate, FNB Club and the FNB eStore Level.
High-value partnerships to substantially elevate FNB's brand value in direct alignment with strategic
objectives to further grow households and drive customer primacy.
Access to 98% of the ~9.8 million passengers(1) traveling through PIT annually.
Visually stunning Digital Banking Center that includes FNB's eStore®, ATMs, an ATM with TellerChat and a foreign currency exchange dispenser.
Prominent brand visibility throughout the new terminal with FNB featured extensively across PIT's expansive digital signage network in high-traffic areas.
Access to 90,000 PSU students and more than 36,000 employee across all campuses.
On-campus and digital banking services, including FNB's eStore®, financial education programming, and Treasury Management and Corporate Banking support.
High-visibility branding placements and further enhancing contributions to impactful University programming.
(1) Based on information available on the Allegheny County Authority website for 2025. 15
Award Winning Leadership, Performance and Service
Workplace
Performance and Innovation
Leadership
Questions and Answers
Thank You for Attending
Disclaimer
FNB Corporation published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 06, 2026 at 18:16 UTC.