F.N.B. Corp 2024年度报告

FORM10-K ☒Annual Report Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934 For the fiscal year endedDecember 31, 2024 Transition Report Pursuant to Section13 or 15(d) of The Securities Exchange Act of 1934 Commission file number001-31940 F.N.B. CORPORATION (Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b) of the Act: Securities registered pursuant to Section12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oran emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☒Non-acceleratedFiler☐ AcceleratedFiler☐Smallerreportingcompany☐EmergingGrowthCompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒The aggregate market value of the registrant’s outstanding voting common stock held by non-affiliates on June30, 2024, determined using a pershare closing price on that date of $13.68, as quoted on the New York Stock Exchange, was $4,736,749,576. In determining this aggregate marketvalue, the registrant has assumed that all of its directors and executive officers are affiliates. Such assumption shall not be deemed to be conclusivefor any other purpose. As of January31, 2025, the registrant had outstanding359,717,581shares of common stock. Portions of F.N.B. Corporation’s definitive proxy statement to be filed pursuant to Regulation 14A for the2025Annual Meeting of Shareholders areincorporated by reference into Part III of this Annual Report on Form 10-K. Glossary of Acronyms and Terms PART I Business.Risk Factors.Unresolved Staff Comments.Cybersecurity.Properties.Legal Proceedings.Mine Safety Disclosures. Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PART II Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.36[Reserved]36Management’s Discussion and Analysis of Financial Condition and Results of Operations.37Quantitative and Qualitative Disclosures About Market Risk.74Financial Statements and Supplementary Data.75Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.161Controls and Procedures.161Other Information.161Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.161 Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PARTIII Directors, Executive Officers and Corporate Governance.162Executive Compensation.162Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.163Certain Relationships and Related Transactions, and Director Independence.163Principal Accounting Fees and Services.163 Item 10.Item 11.Item 12.Item 13.Item 14. PART IV Item 15.Ex