FNB 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 14, 2026

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania

(State or other jurisdiction of incorporation)

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

626 Washington Place, Pittsburgh, PA		15219
(Address of principal executive offices)		(Zip Code)

	(800) 555-5455
(Registrant’s telephone number, including area code)

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

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

☐

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

☐

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

☐

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Exchange on which Registered
Common Stock, par value $0.01 per share		FNB		New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01.

OTHER EVENTS

On April 14, 2026, F.N.B. Corporation (the “Company”) issued a press release announcing that its Board of Directors increased the quarterly cash dividend on its common stock to $0.13 per share payable on June 15, 2026.

The Company also announced that its Board of Directors approved a new share repurchase program, authorizing the Company to repurchase up to $250 million of the Company’s outstanding shares of common stock. The new share repurchase program is in addition to the $50 million in repurchase capacity remaining available under the prior share repurchase program that was authorized in April 2022.

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

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

Exhibit Number		Description
99.1		Press release dated April 14, 2026
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	F.N.B. CORPORATION
	(Registrant)

	By:	/s/ Vincent J. Calabrese, Jr.
	Name:	Vincent J. Calabrese, Jr.
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Dated: April 14, 2026

F.N.B. Corporation filed SEC Form 8-K: Financial Statements and Exhibits