fnb-20260618

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, 2025

☐ 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 and the address of the plan, if different from that of the issuer named below:

F.N.B. Corporation Progress Savings 401(k) Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices:

F.N.B. Corporation

626 Washington Place

Pittsburgh, PA 15219

F.N.B. Corporation

Progress Savings 401(k) Plan

Audited Financial Statements

and Supplemental Schedule

December 31, 2025 and 2024 and for the Year Ended December 31, 2025

Contents



Report of Independent Registered Public Accounting Firm			1

Audited Financial Statements:

Statements of Net Assets Available for Benefits			2
Statement of Changes in Net Assets Available for Benefits			3
Notes to Financial Statements			4

Supplemental Schedule:

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)			12

Exhibits			13

Signatures			14

Report of Independent Registered Public Accounting Firm

To the Plan Participants and the Plan Administrator of F.N.B. Corporation Progress Savings 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of F.N.B. Corporation Progress Savings 401(k) Plan (the Plan) as of December 31, 2025 and 2024, and the related statement of changes in net assets available for benefits for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2025 and 2024, and the changes in its net assets available for benefits for the year ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Schedule Required by ERISA

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2025 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ Ernst & Young LLP

We have served as the Plan’s auditor since 2024.

Pittsburgh, Pennsylvania

June 18, 2026

F.N.B. Corporation

Progress Savings 401(k) Plan

Statements of Net Assets Available for Benefits

December 31, 2025 and 2024


	2025		2024
Assets
Cash	$	3,526	$	26,631
Investments, at fair value:

Mutual fund investments	468,567,203		401,205,491
F.N.B. Corporation Common Stock Fund	117,175,933		119,355,214
Total	585,743,136		520,560,705
Receivables:
Employer contributions - cash	6,191,939		—

Notes receivable from participants	11,218,173		10,869,107
Total receivables	17,410,112		10,869,107
Net assets available for benefits	$	603,156,774	$	531,456,443

See accompanying notes to financial statements.

F.N.B. Corporation

Progress Savings 401(k) Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2025


	2025
Additions:
Investment income:
Dividend and interest income	$	18,466,967
Net appreciation (depreciation) in fair value of investments	63,348,765
Net investment income (loss)	81,815,732
Notes receivable interest income:
Notes receivable interest income	966,636
Contributions:
Participant	31,041,470
Participant rollover	6,216,979
Employer - cash	26,814,907
Other	292,938
Total contributions	64,366,294
Total additions	147,148,662
Deductions:
Distributions to participants or beneficiaries	75,070,760
Administrative expenses	377,571
Total deductions	75,448,331
Net increase (decrease)	71,700,331
Net assets available for benefits:
Beginning of year	531,456,443
End of year	$	603,156,774

See accompanying notes to financial statements.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements

December 31, 2025

1. Description of Plan

The following description of the F.N.B. Corporation Progress Savings 401(k) Plan (the Plan) provides only general information. Participants should refer to the summary plan description for a more complete description of the Plan’s provisions.

General

The Plan is a qualified 401(k) defined contribution plan, covering all eligible employees of F.N.B. Corporation (the Corporation), and eligible affiliates, as defined by the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

All non-temporary employees are eligible to participate in the Plan. An eligible employee may enroll in the Plan the day following the date the employee commences employment. An eligible employee who does not enroll in the Plan will be automatically enrolled in the Plan following 35 days of employment, unless the employee opts out of the Plan before then.

The Plan is administered by F.N.B. Pension Committee (Committee) which is a committee of executives of the Corporation. The Committee has the overall responsibility for the operation and administration of the Plan. The Committee determines the appropriateness of the Plan’s investment offerings, monitors investment performance and reports to the Compensation Committee of the Board of Directors or directly to the Board of Directors.

The Plan invests in common stock of the Corporation through its F.N.B. Corporation Common Stock Fund. The F.N.B. Corporation Common Stock Fund may also hold cash, money market funds or other short-term securities, although these are expected to be a small percentage of the fund. The Corporation has implemented a dividend pass-through election for its participants.

Each participant is entitled to exercise voting rights attributable to the shares allocated to their account and is notified by the Corporation prior to the time that such rights may be exercised. The trustee is not permitted to vote any allocated shares for which instructions have not been given by a participant. The trustee votes any unallocated shares in the same proportion as those shares that were allocated, unless the Committee directs the trustee otherwise. Participants have the same voting rights in the event of a tender or exchange offer.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

1. Description of Plan (continued)

Contributions

Participants may contribute up to 50% of their pre-tax annual compensation excluding tuition reimbursements, signing bonuses, severance pay and non-cash transactions. Contributions are subject to certain limitations imposed by the Internal Revenue Code (IRC). An eligible employee who is automatically enrolled in the Plan will be deemed to have elected to have 3% of his or her compensation contributed on a pre-tax basis to the Plan. Participants who have attained age 50 by the end of the plan year are eligible to make catch-up contributions. Additionally, participants who have attained age 60, but not age 64 before the end of the Plan year are eligible to make super catch-up contributions. Participants may also contribute amounts representing distributions from other qualified plans (rollovers). Participants direct the investment of their vested contributions into various investment options offered by the Plan. Participants can also designate some or all of the participants' elective deferral as Roth elective deferrals.

The Corporation matched 100% of a participant’s elective pre-tax contribution, up to 6% of the participant’s compensation in 2025 and 2024. The Plan also provides for a discretionary performance-based contribution determined annually by the Corporation. The discretionary performance-based contribution to the Plan can be up to 3% of a participant’s compensation, based on the extent to which the Corporation achieved its performance goals for the year. The discretionary performance-based contribution will only be made on behalf of eligible participants who are employed by the Corporation on the last day of the Plan year. Discretionary performance-based contributions amounted to 1.7% of eligible compensation for 2025 or $6,191,939. The Corporation did not make discretionary performance-based contributions in 2024. The Corporation made contributions of $292,938 and $1,533,266 in 2025 and 2024, respectively, to reimburse the Plan for certain expenses which were previously paid from Plan assets.

During 2025, participants directed the investments for matching and discretionary performance-based contributions. During 2024, matching contributions and discretionary performance-based contributions were made in the form of either shares of F.N.B Corporation common stock or cash used to acquire shares of F.N.B. Corporation common stock.

Dividends on F.N.B. Corporation common stock are automatically reinvested in the Plan for all participants. However, participants may make a special request to receive a cash distribution of dividend payments on F.N.B. Corporation common stock.

Participant Accounts

Each participant’s account is credited with their voluntary contribution, the Corporation’s matching contributions, discretionary performance-based contributions, if any, and an allocation of the Plan’s net earnings, as defined by the Plan. Allocations are based on participant earnings, account balances, or specific participant transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. The voluntary contribution and employer match is paid biweekly at the end of each payroll period. The discretionary performance-based contributions, if any, are paid after the end of the Plan year.

Vesting

Participants are immediately vested in their voluntary contribution, Corporation’s matching contribution, and cash dividends paid on F.N.B. Corporation common stock, plus actual earnings thereon. Participants are 100% vested in the Corporation’s discretionary performance-based contributions and actual earnings thereon after three years of service.

Participants also become 100% vested in all discretionary contributions when attaining the age of 65 or in the event of death or permanent disability.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

1. Description of Plan (continued)

Forfeitures

Upon a participant’s separation from service, the non-vested portion of the participant’s account will be forfeited upon the earlier of the date the participant receives an account distribution or the date the participant incurs a five-year break in service. Forfeited amounts are used to reduce the Plan’s administrative expenses or to reduce future Corporation contributions. The following table includes forfeiture related information.


Forfeitures
	2025		2024
Forfeiture balance at end of year	$	34,255	$	54,010
Forfeitures used to reduce Corporation contributions	160,379		1,492,568

Payment of Benefits

Upon separation of service, vested account balances of less than $1,000 will be paid in a single lump sum as soon as practicable after separation. Vested account balances greater than $1,000 will be distributed when requested by the participant.

The Plan permits withdrawals before separation of service under certain circumstances. Voluntary pre-tax contributions may be withdrawn provided the participant has an immediate and heavy financial need (as defined by the IRC). Also, after reaching age 59 and 1/2, participants may withdraw all or a portion of a vested account balance.

Notes Receivable from Participants

Participants who remain actively employed by the Corporation may borrow from their accounts up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms may not exceed five years, unless the participant uses the proceeds of the loan to acquire a principal residence, in which case the repayment period must be reasonable as determined by the Plan Administrator. Loans are secured by the balance in the participant’s account and bear an interest rate of prime plus 1%, set at the time of the loan request. The loan rates at December 31, 2025 range from 4.25% to 9.50%. Principal and interest are paid ratably through payroll deductions.

Plan Termination

Although it has not expressed any intent to do so, the Corporation has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, the participants will become 100% vested in their accounts.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

2. Summary of Significant Accounting Policies

Basis of Presentation

The financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America.

Investment Valuation and Income Recognition

Investments held by a defined contribution plan are required to be carried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See Note 3 for a discussion of fair value measurements.

Dividend income is recorded on the ex-dividend date. Interest income from other investments is recorded as earned on an accrual basis. Net appreciation (depreciation) includes the Plan's gains and losses on investments bought and sold as well as held during the year.

Purchases and sales of securities are recorded on a trade-date basis.

Administrative Expenses

Administrative expenses are paid by the Plan, if not paid by the Corporation. Expenses paid by the Corporation generally consist of audit, custody and recordkeeping services. Administrative expenses paid by the Corporation on behalf of the Plan totaled $118,700 for plan year 2025.

Contributions

Participant contributions are recorded in the month withheld from participants’ wages. Corporation matching contributions are paid and recorded in the same month as participant contributions. Other annual Corporation contributions are made after the end of the plan year.

Notes Receivable from Participants

Notes receivable from participants represent participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are recorded when they are incurred.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

2. Summary of Significant Accounting Policies (continued)

Distributions to Participants

Distributions to participants are recorded when paid by the trustee.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Risks and Uncertainties

The Plan invests in various investments. These investments are exposed to various risks such as interest rate, market, liquidity and credit risks. Market risks include global events which could impact the value of investment securities, such as pandemic or international conflict. Due to the level of risk associated with certain investments and the sensitivity of certain fair value estimates to changes in valuation assumptions, it is at least reasonably possible that changes in the values of investments will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

As of December 31, 2025 and December 31, 2024 the Plan had one significant investment, consisting solely of an investment in the Corporation’s common stock fund further described in Note 5, in the amount of $117,175,933 and $119,355,214, respectively.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

3. Fair Value Measurements

The Fair Value Measurement topic of the Financial Accounting Standards Board Accounting Standards Codification (Topic 820) provides the framework for measuring fair value. That framework provides for a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1) and the lowest priority to unobservable inputs (level 3). The three levels of the fair value hierarchy are described as follows:


Level 1			Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
Level 2			Inputs to the valuation methodology include:
			-quoted prices for similar assets or liabilities in active markets;
			-quoted prices for identical or similar assets or liabilities in inactive markets;
			-inputs other than quoted prices that are observable for the assets or liability, and;
			-inputs that are derived principally from or corroborated by observable market data by correlation or other means.
			If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.
Level 3			Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The unobservable inputs reflect the Plan's own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used must maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the valuation methodologies used during 2025 and 2024.

F.N.B. Corporation Common Stock Fund: The common stock of the Corporation is traded on a national exchange and is valued using last trading price on the last business day of the plan year.

Mutual funds: Shares of mutual funds are valued at the net asset value (NAV) of shares held by the Plan at year end, based upon published market quotations on national exchanges.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain instruments could result in a different fair value measurement at the reporting date.

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

3. Fair Value Measurements (continued)

The following tables set forth by level within the fair value hierarchy the Plan’s investments at fair value.


	Assets at Fair Value as of December 31, 2025
	Level 1		Level 2		Level 3		Total
F.N.B. Corporation Common Stock Fund:
F.N.B. Corporation common stock	$	117,165,090	$	—	$	—	$	117,165,090
Money market fund	10,843		—		—		10,843
Mutual fund investments	468,567,203		—		—		468,567,203


Investments at fair value	$	585,743,136	$	—	$	—	$	585,743,136


	Assets at Fair Value as of December 31, 2024
	Level 1		Level 2		Level 3		Total
F.N.B. Corporation Common Stock Fund:
F.N.B. Corporation common stock	$	119,345,286	$	—	$	—	$	119,345,286
Money market fund	9,928		—		—		9,928
Mutual fund investments	401,205,491		—		—		401,205,491


Investments at fair value	$	520,560,705	$	—	$	—	$	520,560,705

F.N.B. Corporation

Progress Savings 401(k) Plan

Notes to Financial Statements (continued)

December 31, 2025

4. Income Tax Status

The Plan received a determination letter from the Internal Revenue Service dated August 17, 2017, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.

Accounting principles generally accepted in the United States of America require plan management to evaluate tax positions taken by the Plan. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2025 and 2024 there are no uncertain tax positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing authorities; however, there are currently no audits for any tax years in progress.

5. Parties-in-Interest Transactions

Certain mutual funds were managed by Fidelity Management Trust Company. Fidelity Management Trust Company was the trustee for all Plan assets, therefore, these transactions qualify as party-in-interest transactions. Fees paid to Fidelity Management Trust Company for administration services, included in administrative expenses in the accompanying statements of changes in net assets available for benefits, were $327,702 during 2025. Additionally, certain administrative functions of the Plan are performed by officers or employees of the Corporation. No such officer or employee receives compensation from the Plan.

One of the investment options in the Plan is F.N.B. Corporation common stock. Notes receivable from participants are also considered party-in-interest transactions. At December 31, 2025 and 2024, the Plan held an aggregate of 6,851,760 and 8,074,783 shares of F.N.B. Corporation common stock valued at $117,175,933 and $119,355,214, respectively, as part of the FNB Common Stock fund. The following table summarizes the F.N.B. Corporation common stock activity.


F.N.B. Corporation Common Stock Plan Data
	2025


F.N.B. Corporation common stock dividends received	$	3,541,879
F.N.B. Corporation common stock shares purchased by the Plan	677,323
F.N.B. Corporation aggregate cost of purchased common stock	$	9,870,154
F.N.B. Corporation common stock shares sold by the Plan	1,763,507
F.N.B. Corporation proceeds from sale of common stock	$	22,162,206
In-kind shares of F.N.B. Corporation stock distributed	136,839

F.N.B. Corporation

Progress Savings 401(k) Plan

EIN #25-1255406 Plan #002

Schedule H, Line 4(i) – Schedule of Assets

(Held at End of Year)

December 31, 2025

(a)

(b)
Identity of Issue, Borrower,
Lessor, or Similar Party

(d)
Cost

(e)
Current Value

JPMorgan US Value R6

Mutual Fund Investments

19,503,074

Baird Core Plus Inst

Mutual Fund Investments

18,659,779

C&S Realty Shares Z

Mutual Fund Investments

3,129,113

Vanguard Cr Fed Money Market Adm

Mutual Fund Investments

36,045,043

Baird Short term Bond IS

Mutual Fund Investments

2,528,147

American Century Small Cap Value R6

Mutual Fund Investments

6,827,338

Allspring Spl Mid Cap Value R6

Mutual Fund Investments

8,344,862

MFS Mid Cap Growth R6

Mutual Fund Investments

9,557,177

Fidelity US Bond Index

Mutual Fund Investments

3,487,022

Fidelity 500 Index

Mutual Fund Investments

60,798,290

Fidelity Global Ex US Index

Mutual Fund Investments

5,597,908

Fidelity Mid Cap Index

Mutual Fund Investments

13,471,029

Fidelity Small Cap Index

Mutual Fund Investments

8,594,355

Fidelity Total Market Index

Mutual Fund Investments

16,044,677

Fidelity FDM Index RET IPR

Mutual Fund Investments

584,705

Fidelity FDM Index 2010 IPR

Mutual Fund Investments

1,533,618

Fidelity FDM Index 2015 IPR

Mutual Fund Investments

630,708

Fidelity FDM Index 2020 IPR

Mutual Fund Investments

7,062,780

Fidelity FDM Index 2025 IPR

Mutual Fund Investments

16,972,114

Fidelity FDM Index 2030 IPR

Mutual Fund Investments

31,462,853

Fidelity FDM Index 2035 IPR

Mutual Fund Investments

25,173,016

Fidelity FDM Index 2040 IPR

Mutual Fund Investments

27,327,990

Fidelity FDM Index 2045 IPR

Mutual Fund Investments

26,205,037

Fidelity FDM Index 2050 IPR

Mutual Fund Investments

18,458,169

Fidelity FDM Index 2055 IPR

Mutual Fund Investments

13,822,010

Fidelity FDM Index 2060 IPR

Mutual Fund Investments

9,491,358

Fidelity FDM Index 2065 IPR

Mutual Fund Investments

3,410,882

Fidelity FDM Index 2070 IPR

Mutual Fund Investments

231,174

Fidelity Blue Chip Growth K6

Mutual Fund Investments

48,095,551

Fidelity International Cap Appr K6

Mutual Fund Investments

16,615,839

Fidelity Small Cap Growth K6

Mutual Fund Investments

8,901,585

Total Mutual Fund Investments

468,567,203

F.N.B. Corporation Common Stock

Common Stock

117,165,090

Fidelity Government Cash Reserves

Money Market

10,843

Participant Loans

Interest rates ranging from 4.25% to 9.50% maturing through 2045

11,218,173

596,961,309

* Indicates party-in-interest to the Plan.

** Cost omitted for participant-directed investments.

EXHIBITS



Exhibit Number						Description

23.1						Consent of Independent Registered Public Accounting Firm, Ernst & Young LLP

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SIGNATURES

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.



		F.N.B. Corporation Progress Savings 401(k) Plan

Date:	June 18, 2026	/s/ Vincent J. Calabrese, Jr.
		Vincent J. Calabrese, Jr.
		Chief Financial Officer