FNB Corporation
05/06/2026 | Press release | Distributed by Public on 05/06/2026 12:39
Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This MD&A represents an overview of, and highlights, material changes to our financial condition and consolidated results of operations at and for the three-month periods ended March 31, 2026 and 2025. This MD&A should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained herein and our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026. Our results of operations for the three months ended March 31, 2026 are not necessarily indicative of results expected for the full year.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This Report contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not relate to historical facts and that are based on current assumptions, beliefs, estimates, expectations and projections, many of which, by their nature, are inherently uncertain and beyond our control. Forward-looking statements may relate to various matters, including our financial condition, results of operations, plans, objectives, future performance, business or industry, and usually can be identified by the use of forward-looking words, such as "anticipates," "assumes," "believes," "can," "continues," "could," "enable," "estimates," "expects," "forecasts," "goal," "intends," "likely," "may," "might," "objective," "plans," "positioned," "potential," "projects," "remains," "should," "target," "trend," "will," "would," or similar words or expressions or variations thereof, and the negative thereof, but these terms are not the exclusive means of identifying such statements. You should not place undue reliance on forward-looking statements, as they are subject to risks and uncertainties, including, but not limited to, those described below. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements we may make.
There are various important factors that could cause future results to differ materially from historical performance and any forward-looking statements. Factors that might cause such differences, include, but are not limited to:
•the credit risk associated with the substantial amount of commercial loans and leases in our loan portfolio;
•the volatility of the mortgage banking business;
•changes in market interest rates, U.S. federal government shutdowns and the unpredictability of monetary, tax and other policies of government agencies, including tariffs or the imposition and enforceability of tariffs, trade wars, barriers or restrictions, threats of such actions or related uncertainties;
•the impact of changes in interest rates on the value of our investment securities portfolios;
•changes in our ability to obtain liquidity as and when needed to fund our obligations as they come due, including as a result of adverse changes to our credit ratings;
•the risk associated with uninsured deposit account balances;
•regulatory limits on our ability to receive dividends from our subsidiaries and pay dividends to our shareholders;
•our ability to recruit and retain qualified banking professionals;
•the financial soundness of other financial institutions and the impact of volatility in the banking sector on us;
•changes and instability in economic conditions and financial markets, in the regions in which we operate or otherwise, including a contraction of economic activity, economic downturn or uncertainty and international conflict, including in the Middle East, disruption of supply chain and energy supply markets and capital markets, changes to inflation expectations and other related uncertainties;
•our ability to continue to invest in technological improvements as they become appropriate or necessary;
•any interruption in or breach in security of our information systems, or other cybersecurity risks;
•risks associated with reliance on third-party vendors and artificial intelligence;
•risks associated with the use of models, estimations and assumptions in our business;
•the effects of adverse weather events and public health emergencies;
•the risks associated with acquiring other banks and financial services businesses, including integration into our existing operations;
•the extensive federal and state regulations, supervision and examination governing almost every aspect of our operations, and potential expenses associated with complying with such regulations;
•our ability to comply with the consent orders entered into by FNBPA with the DOJ and the North Carolina State Department of Justice, and related costs and potential reputational harm;
•changes in federal, state or local tax rules and regulations or interpretations, or accounting policies, standards and interpretations;
•the effects of climate change and related legislative and regulatory initiatives; and
•any reputation, credit, interest rate, market, operational, litigation, legal, liquidity, regulatory and compliance risk resulting from developments related to any of the risks discussed above.
We caution that the risks identified here are not exhaustive of the types of risks that may adversely impact us and actual results may differ materially from those expressed or implied as a result of these risks and uncertainties, including, but not limited to, the risk factors and other uncertainties described under Item 1A. Risk Factors and the Risk Management sections of our 2025 Annual Report on Form 10-K (including the MD&A section) and our other 2026 filings with the SEC, which are available on our corporate website at https://www.fnb-online.com/about-us/investor-information/reports-and-filings or the SEC's website at www.sec.gov. We have included our web address as an inactive textual reference only. Information on our website is not part of our SEC filings.
You should treat forward-looking statements as speaking only as of the date they are made and based only on information then actually known to us. We do not undertake, and specifically disclaims any obligation, to update or revise any forward-looking statements to reflect the occurrence of events or circumstances after the date of such statements except as required by law.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
A description of our critical accounting policies is included in the MD&A section of our 2025 Annual Report on Form 10-K filed with the SEC on February 24, 2026 under the heading "Application of Critical Accounting Policies". There have been no significant changes in critical accounting policies or the assumptions and judgments utilized in applying these policies since December 31, 2025.
USE OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS
To supplement our Consolidated Financial Statements presented in accordance with GAAP, we use certain non-GAAP financial measures, such as return on average tangible common equity, return on average tangible assets, tangible book value per common share, the ratio of tangible common equity to tangible assets, pre-provision net revenue (reported), efficiency ratio and net interest margin (FTE) to provide information useful to investors in understanding our operating performance and trends, and to facilitate comparisons with the performance of our peers. Management uses these measures internally to assess and better understand our underlying business performance and trends related to core business activities. The non-GAAP financial measures and key performance indicators we use may differ from the non-GAAP financial measures and key performance indicators other financial institutions use to assess their performance and trends.
These non-GAAP financial measures should be viewed as supplemental in nature, and not as a substitute for, or superior to, our reported results prepared in accordance with GAAP. Reconciliations of non-GAAP operating measures to the most directly comparable GAAP financial measures are included later in this Report under the heading "Reconciliations of Non-GAAP Financial Measures and Key Performance Indicators to GAAP".
To facilitate peer comparisons of net interest margin and efficiency ratio, we use net interest income on a taxable-equivalent basis in calculating net interest margin by increasing the interest income earned on tax-exempt assets (loans and investments) to make it fully equivalent to interest income earned on taxable investments (this adjustment is not permitted under GAAP). Taxable-equivalent amounts for 2026 and 2025 were calculated using a federal statutory income tax rate of 21%.
FINANCIAL SUMMARY
Net income for the first quarter of 2026 was $137.0 million, or $0.38 per diluted common share. Comparatively, first quarter of 2025 net income totaled $116.5 million, or $0.32 per diluted common share. On an operating basis, there were no significant items impacting earnings for the first quarters of 2026 and 2025.
First quarter earnings per diluted common share increased 19% from the year-ago quarter and pre-provision net revenue (non-GAAP) increased 17% as we generated significant positive operating leverage with continued solid non-interest income generation and growth in net interest income. Asset quality metrics remained at solid levels with net charge-offs of 0.18% annualized of total average loans, compared to 0.15% for the first quarter of 2025. Our key performance metrics and capital ratios remained strong with return on average tangible common equity (non-GAAP) equaling 13.20% and tangible book value per common share (non-GAAP) of $12.06, an increase of 11% from the year-ago-quarter. Our continued strong financial performance, investments in a resilient risk management framework and a strong balance sheet have provided us with flexibility to efficiently deploy capital to benefit our shareholders. In April 2026, we increased our quarterly cash dividend 8% to $0.13 per share and authorized a new share repurchase program with a total of approximately $300 million available for repurchase, including the authority remaining under the previous program, as of April 15, 2026.
Income Statement Highlights
•Net interest income totaled $359.3 million, an increase of $35.4 million, or 10.9%, from the year-ago quarter, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets.
•The net interest margin (FTE) (non-GAAP) increased 22 basis points to 3.25% from the year-ago quarter primarily driven by a decrease in cost of funds by 31 basis points, partially offset by a decrease of 9 basis points in the yield on earning assets.
•Total revenue totaled $450.3 million, a 9.4% increase from the year-ago quarter, driven by continued solid non-interest income generation and growth in net interest income.
•The provision for credit losses was $18.5 million, an increase of 5.6% from the year-ago quarter, with net charge-offs of $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million, or 0.15% annualized, in the year-ago quarter, reflecting continued proactive management of the loan portfolio.
•Non-interest income totaled $91.0 million, an increase of $3.2 million, or 3.7%, from the year-ago quarter.
•Non-interest expense totaled $257.9 million, an increase of $11.1 million, or 4.5%, compared to the year-ago quarter.
Balance Sheet Highlights
•For the quarter ending March 31, 2026, average loans and leases totaled $34.9 billion, an increase of $849.4 million, or 2.5%, over the quarter ending March 31, 2025, primarily driven by average consumer loan growth of $1.1 billion, partially offset by a decrease of $219.0 million in average commercial loans and leases. In December 2025, we transferred approximately $200 million of performing residential mortgage loans to held-for-sale in anticipation of a loan sale that closed in February 2026 as part of balance sheet management actions.
•On a linked-quarter basis, period-end total consumer loans and commercial loans and leases increased $198.2 million and $136.0 million, respectively, as loan activity began to accelerate late in the first quarter of 2026.
•Average deposits totaled $38.4 billion, an increase of $1.4 billion, or 3.8%, from the year-ago quarter as the growth in average money market deposits of $1.0 billion, average interest-bearing demand deposits of $241.0 million and average non-interest-bearing demand deposits of $180.3 million more than offset the declines in average savings deposits of $42.0 million and average time deposits of $30.7 million.
•On a linked-quarter basis, period-end total deposits increased $141.8 million, with deposit growth more than offsetting seasonal outflows during the quarter.
•The 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.
•The ratio of non-performing loans plus OREO to total loans and leases plus OREO increased 3 basis points from the
prior quarter to 0.34%. Compared to March 31, 2025, the ratio decreased 14 basis points. Total delinquency decreased 1 basis point to 0.74%, compared to 0.75% at March 31, 2025, and increased 3 basis points from the prior quarter. The overall asset quality metrics remain at solid levels, reflecting continued proactive management of the loan portfolio.
•The ACL on loans and leases was $443.0 million, an increase of $14.2 million compared to March 31, 2025, driven primarily by loan growth, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.
•Tangible book value per common share (non-GAAP) of $12.06 increased 11.4% compared to March 31, 2025, and 1.6% compared to December 31, 2025. Reflecting the impact of unrealized losses on AFS securities. AOCI reduced the tangible book value per common share (non-GAAP) by $0.24 as of March 31, 2026, compared to a reduction of $0.34 as of March 31, 2025, and $0.18 as of December 31, 2025.
•The CET1 capital ratio was 11.4%, compared to 10.7% at March 31, 2025 and 11.4% at December 31, 2025. The tangible common equity to tangible assets ratio (non-GAAP) was 8.9%, compared to 8.4% at March 31, 2025 and 8.9% at December 31, 2025.
•During the first quarter of 2026, we repurchased $35 million, or 2.0 million shares, of our common stock at a weighted average share price of $17.41. In April 2026, we announced that our Board of Directors authorized a new share repurchase program. Including the authority remaining under the previous program, total repurchase capacity is approximately $300 million at April 15, 2026.
•In April 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.13, an 8% increase, beginning with the common dividend payable on June 15, 2026 as part of our strategic actions to deploy capital, resulting from sustained exceptional financial performance to continue to benefit FNB shareholders.
TABLE 1
|
Three Months Ended March 31, |
|||||||||||
| Quarterly Results Summary | 2026 | 2025 | |||||||||
|
Reported results (1)
|
|||||||||||
| Net income available to common shareholders (millions) | $ | 137.0 | $ | 116.5 | |||||||
| Earnings per diluted common share | 0.38 | 0.32 | |||||||||
| Book value per common share | 19.12 | 17.86 | |||||||||
| Average diluted common shares outstanding (thousands) | 360,235 | 363,069 | |||||||||
| Capital measures | |||||||||||
| CET1 capital ratio | 11.41 | % | 10.70 | % | |||||||
| Tangible common equity to tangible assets (non-GAAP) | 8.91 | 8.37 | |||||||||
| Tangible book value per common share (non-GAAP) | $ | 12.06 | $ | 10.83 | |||||||
| (1) Operating results equaled reported results as there were no significant items impacting earnings for the first quarters of 2026 and 2025. | |||||||||||
RESULTS OF OPERATIONS
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Net income for the first three months of 2026 was $137.0 million, or $0.38 per diluted common share, compared to $116.5 million, or $0.32 per diluted common share for the first three months of 2025. On an operating basis, there were no significant items impacting earnings for the first quarters of 2026 and 2025.
Net interest income totaled $359.3 million, an increase of $35.4 million, or 10.9%, compared to $323.8 million, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by balance growth in higher yielding deposit products. The net interest margin (FTE) (non-GAAP) increased 22 basis points to 3.25%. Total cost of funds decreased 31 basis points to 2.01% with a 36 basis point decrease in interest-bearing deposit costs to 2.40% and a 57 basis point decrease in total borrowing costs. The yield on earning assets (non-GAAP) declined 9 basis points to 5.14%, driven by a 12 basis point decline in yields on loans to 5.56%, offset by a 13 basis point increase in yields on investment securities to 3.54%. The FOMC has lowered the target federal funds rate by 175 basis points since August 2024. The provision for credit losses for the first three months of 2026 totaled $18.5 million, compared to $17.5 million. Net charge-offs for the first three months of 2026
totaled $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million, or 0.15% annualized. Non-interest income totaled $91.0 million, compared to $87.8 million, reflecting increased capital markets income, wealth management revenue and other non-interest income. Non-interest expense totaled $257.9 million, increasing $11.1 million, or 4.5%. Net occupancy and equipment expense increased $5.1 million, or 11.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs.
Financial highlights are summarized below:
TABLE 2
|
Three Months Ended March 31, |
$ | % | |||||||||||||||||||||
| (dollars in thousands, except per share data) | 2026 | 2025 | Change | Change | |||||||||||||||||||
| Net interest income | $ | 359,278 | $ | 323,845 | $ | 35,433 | 10.9 | % | |||||||||||||||
| Provision for credit losses | 18,462 | 17,489 | 973 | 5.6 | |||||||||||||||||||
| Non-interest income | 90,985 | 87,766 | 3,219 | 3.7 | |||||||||||||||||||
| Non-interest expense | 257,865 | 246,811 | 11,054 | 4.5 | |||||||||||||||||||
| Income taxes | 36,890 | 30,796 | 6,094 | 19.8 | |||||||||||||||||||
| Net income | $ | 137,046 | $ | 116,515 | $ | 20,531 | 17.6 | % | |||||||||||||||
| Earnings per common share - Basic | $ | 0.38 | $ | 0.32 | $ | 0.06 | 18.8 | % | |||||||||||||||
| Earnings per common share - Diluted | 0.38 | 0.32 | 0.06 | 18.8 | |||||||||||||||||||
| Cash dividends per common share | 0.12 | 0.12 | - | - | |||||||||||||||||||
The following table presents selected financial ratios and other relevant data used to analyze our performance:
TABLE 3
|
Three Months Ended March 31, |
|||||||||||
| 2026 | 2025 | ||||||||||
| Return on average equity | 8.16 | % | 7.42 | % | |||||||
|
Return on average tangible common equity (1)
|
13.20 | 12.62 | |||||||||
| Return on average assets | 1.11 | 0.97 | |||||||||
|
Return on average tangible assets (1)
|
1.19 | 1.06 | |||||||||
| Equity to assets | 13.43 | 13.09 | |||||||||
| Average equity to average assets | 13.63 | 13.14 | |||||||||
|
Tangible common equity to tangible assets (1)
|
8.91 | 8.37 | |||||||||
| CET1 capital ratio | 11.41 | 10.70 | |||||||||
| Dividend payout ratio | 31.71 | 37.75 | |||||||||
| Book value per common share | $ | 19.12 | $ | 17.86 | |||||||
|
Tangible book value per common share (1)
|
12.06 | 10.83 | |||||||||
(1) Non-GAAP
The following table provides information regarding the average balances and yields earned on interest-earning assets (non-GAAP) and the average balances and rates paid on interest-bearing liabilities:
TABLE 4
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| (dollars in thousands) |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
Average Balance |
Interest Income/ Expense |
Yield/ Rate |
|||||||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||||||||
| Interest-bearing deposits with banks | $ | 1,748,445 | $ | 15,325 | 3.55 | % | $ | 1,741,006 | $ | 17,073 | 3.98 | % | |||||||||||||||||||||||
|
Taxable investment securities (1)
|
6,876,738 | 60,936 | 3.55 | 6,437,681 | 54,635 | 3.40 | |||||||||||||||||||||||||||||
|
Tax-exempt investment securities (1)(2)
|
991,913 | 8,735 | 3.52 | 1,010,117 | 8,764 | 3.47 | |||||||||||||||||||||||||||||
| Loans held for sale | 437,086 | 7,572 | 6.93 | 203,579 | 3,884 | 7.63 | |||||||||||||||||||||||||||||
|
Loans and leases (2) (3)
|
34,900,157 | 479,857 | 5.56 | 34,050,781 | 478,065 | 5.68 | |||||||||||||||||||||||||||||
|
Total interest-earning assets (2)
|
44,954,339 | 572,425 | 5.14 | 43,443,164 | 562,421 | 5.23 | |||||||||||||||||||||||||||||
| Cash and due from banks | 373,240 | 393,846 | |||||||||||||||||||||||||||||||||
| Allowance for credit losses | (446,932) | (428,903) | |||||||||||||||||||||||||||||||||
| Premises and equipment | 567,938 | 538,394 | |||||||||||||||||||||||||||||||||
| Other assets | 4,505,350 | 4,535,697 | |||||||||||||||||||||||||||||||||
| Total assets | $ | 49,953,935 | $ | 48,482,198 | |||||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||||||||
| Deposits: | |||||||||||||||||||||||||||||||||||
| Interest-bearing demand | $ | 6,541,455 | 18,173 | 1.13 | $ | 6,300,423 | 18,826 | 1.21 | |||||||||||||||||||||||||||
| Money market | 11,700,669 | 85,030 | 2.95 | 10,652,531 | 90,025 | 3.43 | |||||||||||||||||||||||||||||
| Savings | 3,102,399 | 6,787 | 0.89 | 3,144,432 | 8,110 | 1.05 | |||||||||||||||||||||||||||||
| Certificates and other time | 7,193,173 | 58,690 | 3.31 | 7,223,878 | 68,867 | 3.87 | |||||||||||||||||||||||||||||
| Total interest-bearing deposits | 28,537,696 | 168,680 | 2.40 | 27,321,264 | 185,828 | 2.76 | |||||||||||||||||||||||||||||
| Short-term borrowings | 1,978,660 | 17,934 | 3.67 | 1,374,269 | 14,103 | 4.14 | |||||||||||||||||||||||||||||
| Long-term borrowings | 1,984,936 | 23,388 | 4.78 | 2,828,002 | 35,662 | 5.11 | |||||||||||||||||||||||||||||
| Total interest-bearing liabilities | 32,501,292 | 210,002 | 2.62 | 31,523,535 | 235,593 | 3.03 | |||||||||||||||||||||||||||||
| Non-interest-bearing demand deposits | 9,828,293 | 9,647,959 | |||||||||||||||||||||||||||||||||
| Total deposits and borrowings | 42,329,585 | 2.01 | 41,171,494 | 2.32 | |||||||||||||||||||||||||||||||
| Other liabilities | 816,738 | 938,559 | |||||||||||||||||||||||||||||||||
| Total liabilities | 43,146,323 | 42,110,053 | |||||||||||||||||||||||||||||||||
| Shareholders' equity | 6,807,612 | 6,372,145 | |||||||||||||||||||||||||||||||||
| Total liabilities and shareholders' equity | $ | 49,953,935 | $ | 48,482,198 | |||||||||||||||||||||||||||||||
| Net interest-earning assets | $ | 12,453,047 | $ | 11,919,629 | |||||||||||||||||||||||||||||||
|
Net interest income (FTE) (2)
|
362,423 | 326,828 | |||||||||||||||||||||||||||||||||
| Tax-equivalent adjustment | (3,145) | (2,983) | |||||||||||||||||||||||||||||||||
| Net interest income | $ | 359,278 | $ | 323,845 | |||||||||||||||||||||||||||||||
| Net interest spread | 2.52 | % | 2.20 | % | |||||||||||||||||||||||||||||||
|
Net interest margin (2)
|
3.25 | % | 3.03 | % | |||||||||||||||||||||||||||||||
(1)The average balances and yields earned on investment securities are based on historical cost.
(2)The interest income amounts are reflected on an FTE basis (non-GAAP), which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21%. The yield on earning assets and the net interest margin are presented on an FTE basis (non-GAAP). We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
(3)Average loans and leases consist of average total loans, including non-accrual loans, less average unearned income.
Net Interest Income
Net interest income on an FTE basis (non-GAAP) totaled $362.4 million, increasing $35.6 million, or 10.9%, reflecting growth in average earning assets and lower interest-bearing deposit costs, partially offset by lower yields on earning assets. The net interest margin (FTE) (non-GAAP) increased 22 basis points to 3.25%. The yield on earning assets (non-GAAP) decreased 9 basis points to 5.14%, driven by a 12 basis point decline in yields on loans to 5.56%, partially offset by a 13 basis point increase in yields on investment securities to 3.54%. Total cost of funds decreased 31 basis points to 2.01%, with a 36 basis point decrease in interest-bearing deposit costs to 2.40% and a 57 basis point decrease in total borrowing costs. The FOMC has lowered the target federal funds rate by 175 basis points since August 2024.
The following table provides certain information regarding changes in net interest income on an FTE basis (non-GAAP) attributable to changes in the average volumes and yields earned on average interest-earning assets and the average volume and rates paid for average interest-bearing liabilities for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:
TABLE 5
| (in thousands) | Volume | Rate | Net | ||||||||||||||
|
Interest Income (1)
|
|||||||||||||||||
| Interest-bearing deposits with banks | $ | 66 | $ | (1,814) | $ | (1,748) | |||||||||||
|
Investment securities (2)
|
4,703 | 1,569 | 6,272 | ||||||||||||||
| Loans held for sale | 4,033 | (346) | 3,687 | ||||||||||||||
|
Loans and leases (2)
|
9,255 | (7,462) | 1,793 | ||||||||||||||
|
Total interest income (2)
|
18,057 | (8,053) | 10,004 | ||||||||||||||
|
Interest Expense (1)
|
|||||||||||||||||
| Deposits: | |||||||||||||||||
| Interest-bearing demand | 1,352 | (2,006) | (654) | ||||||||||||||
| Money market | 7,683 | (12,677) | (4,994) | ||||||||||||||
| Savings | (24) | (1,300) | (1,324) | ||||||||||||||
| Certificates and other time | 68 | (10,245) | (10,177) | ||||||||||||||
| Short-term borrowings | 6,127 | (2,296) | 3,831 | ||||||||||||||
| Long-term borrowings | (10,419) | (1,854) | (12,273) | ||||||||||||||
| Total interest expense | 4,787 | (30,378) | (25,591) | ||||||||||||||
|
Net change (2)
|
$ | 13,270 | $ | 22,325 | $ | 35,595 | |||||||||||
(1)The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the net size of the rate and volume changes.
(2)Interest income amounts are reflected on an FTE basis (non-GAAP) which adjusts for the tax benefit of income on certain tax-exempt loans and investments using the federal statutory tax rate of 21%. We believe this measure to be the preferred industry measurement of net interest income and provides relevant comparison between taxable and non-taxable amounts.
Interest income on an FTE basis (non-GAAP) of $572.4 million, increased $10.0 million, or 1.8%, resulting from growth in average earning assets of $1.5 billion. The increase in average earning assets was primarily driven by an $849.4 million, or 2.5%, increase in average loans and leases and an increase of $420.9 million in average investment securities, partially offset by a reduction in yield of 9 basis points of interest earning assets.
Interest expense of $210.0 million decreased $25.6 million primarily due to a 31 basis point reduction in the cost of funds, partially offset by the growth in average interest-bearing deposits. Average total deposits increased $1.4 billion, or 3.8%, reflecting robust organic growth in new and existing customer relationships. The funding mix was stable with non-interest-bearing demand deposits comprising 26% of total deposits at both March 31, 2026 and March 31, 2025. Average short-term borrowings increased $604.4 million, or 44.0%, at lower yields while our average long-term borrowings decreased $843.1 million, or 29.8%, which included the maturity of $350 million in senior notes in August 2025 and $100 million in subordinated notes in October 2025, combined with a decline in average long-term FHLB borrowings. The decrease in total cost of funds is comprised of a 57 basis point decrease in total borrowing costs and a 36 basis point decrease in interest-bearing deposit costs to 2.40%.
Provision for Credit Losses
The following table presents information regarding the provision for credit loss expense and net charge-offs:
TABLE 6
|
Three Months Ended March 31, |
$ | % | |||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | Change | Change | |||||||||||||||||||
| Provision for credit losses on loans and leases | $ | 19,350 | $ | 18,619 | $ | 731 | 3.9 | % | |||||||||||||||
| Provision for unfunded loan commitments | (933) | (1,125) | 192 | (17.1) | |||||||||||||||||||
| Total provision for credit losses on loans and leases | 18,417 | 17,494 | 923 | 5.3 | |||||||||||||||||||
| Provision for investment securities | 45 | (5) | 50 | 1,000.0 | |||||||||||||||||||
| Total provision for credit losses | $ | 18,462 | $ | 17,489 | $ | 973 | 5.6 | % | |||||||||||||||
| Net loan charge-offs | $ | 15,851 | $ | 12,539 | $ | 3,312 | 26.4 | % | |||||||||||||||
| Net loan charge-offs (annualized) / total average loans and leases | 0.18 | % | 0.15 | % | |||||||||||||||||||
The provision for credit losses on loans and leases was $18.4 million, compared to $17.5 million for the first three months of 2025. The first three months of 2026 included net charge-offs of $15.9 million, or 0.18% annualized of total average loans, compared to $12.5 million, or 0.15% annualized, in the first three months of 2025, reflecting continued proactive management of the loan portfolio. The ACL on loans and leases was $443.0 million, an increase of $14.2 million, with the ratio of the ACL to total loans and leases increasing 1 basis point to 1.26%.
Non-Interest Income
The breakdown of non-interest income for the three months ended March 31, 2026 and 2025 is presented in the following table:
TABLE 7
|
Three Months Ended March 31, |
$ | % | |||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | Change | Change | |||||||||||||||||||
| Service charges | $ | 22,770 | $ | 22,355 | $ | 415 | 1.9 | % | |||||||||||||||
| Interchange and card transaction fees | 12,487 | 12,370 | 117 | 0.9 | |||||||||||||||||||
| Trust services | 12,831 | 12,400 | 431 | 3.5 | |||||||||||||||||||
| Insurance commissions and fees | 6,224 | 5,793 | 431 | 7.4 | |||||||||||||||||||
| Securities commissions and fees | 8,982 | 8,820 | 162 | 1.8 | |||||||||||||||||||
| Capital markets income | 6,801 | 5,323 | 1,478 | 27.8 | |||||||||||||||||||
| Mortgage banking operations | 6,345 | 6,993 | (648) | (9.3) | |||||||||||||||||||
| Dividends on non-marketable equity securities | 6,245 | 5,560 | 685 | 12.3 | |||||||||||||||||||
| Bank owned life insurance | 4,110 | 5,350 | (1,240) | (23.2) | |||||||||||||||||||
| Net securities gains (losses) | 2 | - | 2 | - | |||||||||||||||||||
| Other | 4,188 | 2,802 | 1,386 | 49.5 | |||||||||||||||||||
| Total non-interest income | $ | 90,985 | $ | 87,766 | $ | 3,219 | 3.7 | % | |||||||||||||||
Total non-interest income increased $3.2 million, or 3.7%. The variances in significant individual non-interest income items are explained in the following paragraphs.
Wealth management revenues increased $0.6 million, or 2.8%, as trust services income and securities commissions and fees increased 3.5% and 1.8%, respectively, through continued strong contributions across the geographic footprint.
Capital markets income increased $1.5 million, or 27.8%, reflecting solid contributions from debt capital markets, swap fees and international banking income.
Bank-owned life insurance decreased $1.2 million, or 23.2%, due to higher life insurance claims in the year-ago quarter.
Other non-interest income was $4.2 million and $2.8 million for the first three months of 2026 and 2025, respectively, with the first three months of 2026 higher due to miscellaneous gains.
| | |||||
Non-Interest Expense
The breakdown of non-interest expense for the three months ended March 31, 2026 and 2025 is presented in the following table:
TABLE 8
|
Three Months Ended March 31, |
$ | % | |||||||||||||||||||||
| (dollars in thousands) | 2026 | 2025 | Change | Change | |||||||||||||||||||
| Salaries and employee benefits | $ | 135,707 | $ | 135,135 | $ | 572 | 0.4 | % | |||||||||||||||
| Net occupancy | 22,637 | 19,758 | 2,879 | 14.6 | |||||||||||||||||||
| Equipment | 28,091 | 25,885 | 2,206 | 8.5 | |||||||||||||||||||
| Outside services | 26,461 | 26,341 | 120 | 0.5 | |||||||||||||||||||
| Marketing | 3,601 | 4,573 | (972) | (21.3) | |||||||||||||||||||
| FDIC insurance | 7,450 | 8,483 | (1,033) | (12.2) | |||||||||||||||||||
| Bank shares tax | 4,577 | 4,136 | 441 | 10.7 | |||||||||||||||||||
| Other | 29,341 | 22,500 | 6,841 | 30.4 | |||||||||||||||||||
| Total non-interest expense | $ | 257,865 | $ | 246,811 | $ | 11,054 | 4.5 | % | |||||||||||||||
Total non-interest expense of $257.9 million for the first three months of 2026 increased $11.1 million, a 4.5% increase from the same period of 2025. The variances in the individual non-interest expense items are further explained in the following paragraphs.
Net occupancy and equipment expense of $50.7 million increased $5.1 million, or 11.1%, primarily due to technology-related investments and higher occupancy costs, which included unusually high seasonal snow removal costs.
Marketing decreased $1.0 million, or 21.3%, primarily due to the timing of certain marketing campaigns.
FDIC insurance decreased $1.0 million, or 12.2%, primarily due to improved credit quality, which has led to a lower FDIC assessment rate.
Other non-interest expense was $29.3 million and $22.5 million for the first three months of 2026 and 2025, respectively, with the increase due to higher fraud losses, various litigation-related expenses and the impact of Community Uplift, an affordable mortgage down payment assistance program.
| | ||||||||||||||||||||
Income Taxes
The following table presents information regarding income tax expense and certain tax rates:
TABLE 9
|
Three Months Ended March 31, |
|||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||
| Income tax expense | $ | 36,890 | $ | 30,796 | |||||||
| Effective tax rate | 21.2 | % | 20.9 | % | |||||||
| Statutory federal tax rate | 21.0 | 21.0 | |||||||||
Income tax expense was higher for the three months ended March 31, 2026, primarily due to higher pre-tax income.
FINANCIAL CONDITION
The following table presents our condensed Consolidated Balance Sheets:
TABLE 10
| (dollars in millions) |
March 31, 2026 |
December 31, 2025 |
$ Change |
% Change |
|||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 2,659 | $ | 2,498 | $ | 161 | 6.4 | % | |||||||||||||||
| Investment securities | 7,958 | 7,844 | 114 | 1.5 | |||||||||||||||||||
| Loans held for sale | 321 | 515 | (194) | (37.7) | |||||||||||||||||||
| Loans and leases, net | 34,669 | 34,338 | 331 | 1.0 | |||||||||||||||||||
| Goodwill and other intangibles | 2,513 | 2,516 | (3) | (0.1) | |||||||||||||||||||
| Other assets | 2,508 | 2,518 | (10) | (0.4) | |||||||||||||||||||
| Total Assets | $ | 50,628 | $ | 50,229 | $ | 399 | 0.8 | % | |||||||||||||||
| Liabilities and Shareholders' Equity | |||||||||||||||||||||||
| Deposits | $ | 38,901 | $ | 38,759 | $ | 142 | 0.4 | % | |||||||||||||||
| Borrowings | 4,158 | 3,918 | 240 | 6.1 | |||||||||||||||||||
| Other liabilities | 768 | 793 | (25) | (3.2) | |||||||||||||||||||
| Total Liabilities | 43,827 | 43,470 | 357 | 0.8 | |||||||||||||||||||
| Shareholders' Equity | 6,801 | 6,759 | 42 | 0.6 | |||||||||||||||||||
| Total Liabilities and Shareholders' Equity | $ | 50,628 | $ | 50,229 | $ | 399 | 0.8 | % | |||||||||||||||
Lending Activity
The loan and lease portfolio consists principally of loans and leases to individuals and small- and medium-sized businesses within our primary markets in seven states and the District of Columbia. Our 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. In December 2025, we transferred approximately $200 million of performing residential mortgage loans to held-for-sale in anticipation of a loan sale that closed in February 2026 as part of balance sheet management actions.
Following is a summary of loans and leases:
TABLE 11
| (dollars in millions) |
March 31, 2026 |
December 31, 2025 |
$ Change |
% Change |
|||||||||||||||||||
| Commercial real estate | $ | 12,164 | $ | 12,274 | $ | (110) | (0.9) | % | |||||||||||||||
| Commercial and industrial | 8,032 | 7,718 | 314 | 4.1 | |||||||||||||||||||
| Commercial leases | 778 | 791 | (13) | (1.6) | |||||||||||||||||||
| Other | 87 | 141 | (54) | (38.3) | |||||||||||||||||||
| Total commercial loans and leases | 21,061 | 20,924 | 137 | 0.7 | |||||||||||||||||||
| Direct installment | 2,655 | 2,678 | (23) | (0.9) | |||||||||||||||||||
| Residential mortgages | 9,038 | 8,882 | 156 | 1.8 | |||||||||||||||||||
| Indirect installment | 805 | 767 | 38 | 5.0 | |||||||||||||||||||
| Consumer lines of credit | 1,553 | 1,526 | 27 | 1.8 | |||||||||||||||||||
| Total consumer loans | 14,051 | 13,853 | 198 | 1.4 | |||||||||||||||||||
| Total loans and leases | $ | 35,112 | $ | 34,777 | $ | 335 | 1.0 | % | |||||||||||||||
Our commercial real estate portfolio included $8.3 billion of non-owner-occupied loans of which 17.4% represented office loans. Our top 25 non-owner-occupied commercial real estate loans averaged approximately $22 million per exposure with the office component primarily made up of mid-sized offices located outside of central business districts with an average office loan size of $1.6 million. Additionally, we have a continued focus on core commercial and industrial lending activity with traditional middle market customers. Our minimal non-depository financial institution (NDFI) balances at 1.4% of total loans is well below peer and industry median levels with the large majority of FNB's NDFI portfolio in the FNBPA Call Report's "Other Loans" category which supports firm's working capital and acquisition growth strategies, not lending activities. For consumer lending, residential mortgages increased $156.0 million, compared to December 31, 2025, largely due to the continued successful execution in key markets and long-standing strategy of serving the purchase market.
Non-Performing Assets
Following is a summary of non-performing assets:
TABLE 12
| (dollars in millions) |
March 31, 2026 |
December 31, 2025 |
$ Change |
% Change |
|||||||||||||||||||
| Commercial real estate | $ | 57 | $ | 45 | $ | 12 | 26.7 | % | |||||||||||||||
| Commercial and industrial | 35 | 35 | - | - | |||||||||||||||||||
| Commercial leases | 4 | 3 | 1 | 33.3 | |||||||||||||||||||
| Other | - | 2 | (2) | (100.0) | |||||||||||||||||||
| Total commercial loans and leases | 96 | 85 | 11 | 12.9 | |||||||||||||||||||
| Direct installment | 4 | 4 | - | - | |||||||||||||||||||
| Residential mortgages | 14 | 12 | 2 | 16.7 | |||||||||||||||||||
| Indirect installment | 1 | 1 | - | - | |||||||||||||||||||
| Consumer lines of credit | 3 | 3 | - | - | |||||||||||||||||||
| Total consumer loans | 22 | 20 | 2 | 10.0 | |||||||||||||||||||
| Total non-performing loans and leases | 118 | 105 | 13 | 12.4 | |||||||||||||||||||
| Other real estate owned | 3 | 3 | - | - | |||||||||||||||||||
| Total non-performing assets | $ | 121 | $ | 108 | $ | 13 | 12.0 | % | |||||||||||||||
Non-performing assets increased $12.2 million, from $108.4 million at December 31, 2025 to $120.5 million at March 31, 2026, with the ratio of non-performing loans and OREO to total loans and leases and OREO increasing 3 basis points to 0.34% and levels remaining at or near historically low levels.
Allowance for Credit Losses on Loans and Leases
The CECL model takes into consideration the expected credit losses over the life of the loan at the time the loan is originated. The model used to calculate the ACL is dependent on the portfolio composition and credit quality, as well as historical experience, current conditions and forecasts of economic conditions and interest rates. Specifically, the following considerations are incorporated into the ACL calculation:
•a third-party macroeconomic forecast scenario;
•a 24-month R&S forecast period for macroeconomic factors with a reversion to the historical mean on a straight-line basis over a 12-month period; and
•the historical through-the-cycle default mean calculated using an expanded period to include a prior recessionary period.
At March 31, 2026 and December 31, 2025, we utilized a third-party consensus macroeconomic forecast reflecting the current and projected macroeconomic environment. For our ACL calculation at March 31, 2026, the macroeconomic variables that we utilized included, but were not limited to: (i) the purchase only Housing Price Index, which increases 4.0% over our R&S forecast period, (ii) a CRE Price Index, which increases 1.3% over our R&S forecast period, (iii) S&P Volatility, which
increases 17.5% in 2026 and decreases 4.6% in 2027 and (iv) personal and business bankruptcies, which increase and decrease, respectively, over the R&S forecast period but average below the historical through-the-cycle period. Macroeconomic variables that we utilized for our ACL calculation as of December 31, 2025 included, but were not limited to: (i) the purchase only Housing Price Index, which increases 4.3% over our R&S forecast period, (ii) a Commercial Real Estate Price Index, which decreases 0.5% over our R&S forecast period, (iii) S&P Volatility, which decreases 2.2% in 2026 and 7.9% in 2027 and (iv) personal and business bankruptcies, which increase steadily over the R&S forecast period but average below the historical through-the-cycle period.
Following is a summary of certain data related to the ACL and loans and leases:
TABLE 13
| Net Loan Charge-Offs | Net Loan Charge-Offs to Average Loans | ACL at | |||||||||||||||||||||||||||
|
Three Months Ended March 31, |
Three Months Ended March 31, |
March 31, | |||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | 2026 | 2025 | 2026 | ||||||||||||||||||||||||
| Commercial real estate | $ | 8.1 | $ | 7.2 | 0.10 | % | 0.09 | % | $ | 165.7 | |||||||||||||||||||
| Commercial and industrial | 3.3 | 1.8 | 0.04 | 0.02 | 109.7 | ||||||||||||||||||||||||
| Commercial leases | 2.0 | 0.1 | 0.02 | - | 26.3 | ||||||||||||||||||||||||
| Other commercial | 0.8 | 0.8 | 0.01 | 0.01 | 4.5 | ||||||||||||||||||||||||
| Direct installment | 0.1 | 0.3 | - | - | 25.8 | ||||||||||||||||||||||||
| Residential mortgages | 0.4 | 0.3 | - | - | 95.0 | ||||||||||||||||||||||||
| Indirect installment | 1.1 | 1.8 | 0.01 | 0.02 | 9.0 | ||||||||||||||||||||||||
| Consumer lines of credit | 0.1 | 0.2 | - | - | 7.0 | ||||||||||||||||||||||||
| Total net loan charge-offs on loans and leases, net loan charge-offs (annualized)/average loans | $ | 15.9 | $ | 12.5 | 0.18 | % | 0.15 | % | $ | 443.0 | |||||||||||||||||||
| Allowance for credit losses/total loans and leases | 1.26 | % | 1.25 | % | |||||||||||||||||||||||||
| Allowance for credit losses/non-performing loans | 376.84 | % | 266.93 | % | |||||||||||||||||||||||||
The ACL on loans and leases of $443.0 million at March 31, 2026 increased $3.5 million, or 0.8%, from December 31, 2025 with our ending ACL coverage ratio stable at 1.26%. The ACL as a percentage of non-performing loans for the total portfolio decreased to 377% as of March 31, 2026, compared to 418% as of December 31, 2025, with coverage levels remaining at historically high levels.
Total provision for credit losses for the three months ended March 31, 2026 was $18.5 million, compared to $17.5 million for the same period in 2025. Net charge-offs were $15.9 million for the three months ended March 31, 2026, compared to $12.5 million for the first three months of 2025.
Deposits
Our primary source of funds is deposits. Our diversified and granular deposit base is comprised of business, consumer and municipal customers who we serve within our footprint.
Following is a summary of deposits:
TABLE 14
| (dollars in millions) |
March 31, 2026 |
December 31, 2025 |
$ Change |
% Change |
|||||||||||||||||||
| Non-interest-bearing demand | $ | 10,003 | $ | 9,914 | $ | 89 | 0.9 | % | |||||||||||||||
| Interest-bearing demand | 6,662 | 6,740 | (78) | (1.2) | |||||||||||||||||||
| Money market | 11,699 | 11,707 | (8) | (0.1) | |||||||||||||||||||
| Savings | 3,130 | 3,090 | 40 | 1.3 | |||||||||||||||||||
| Certificates and other time deposits | 7,407 | 7,308 | 99 | 1.4 | |||||||||||||||||||
| Total deposits | $ | 38,901 | $ | 38,759 | $ | 142 | 0.4 | % | |||||||||||||||
Total deposits increased $141.8 million, or 0.4%, from December 31, 2025, due to growth in new and existing customer relationships. We ended the quarter with approximately 76% of all deposits insured by the FDIC or collateralized.
Capital Resources and Regulatory Matters
Our capital position depends in part on the access to, and cost of, funding for new business initiatives, the ability to engage in expanded business activities, the ability to pay dividends and the level and nature of regulatory oversight.
The assessment of capital adequacy depends on a number of factors such as expected organic growth in the Consolidated Balance Sheet, asset quality, liquidity, earnings performance and sustainability, changing competitive conditions, regulatory changes or actions, and economic forces. We seek to maintain a strong capital base to support our growth and expansion activities, to provide stability to current operations and to promote public confidence.
Pursuant to and in compliance with applicable SEC laws, rules and regulations, we may, from time to time, issue and sell in one or more offerings any combination of common stock, preferred stock, debt securities, depositary shares, warrants, stock purchase contracts or units.
During the first quarter of 2026, we repurchased $35.3 million, or 2.0 million shares, of common stock at a weighted average share price of $17.41. In April 2026, we announced that our Board of Directors authorized a new share repurchase program. Including the authority remaining under the previous program, total repurchase capacity is $300 million. The repurchases will be made from time to time on the open market at prevailing market prices or in privately negotiated transactions. The purchases will be funded from available working capital. There is no guarantee as to the exact number of shares that will be repurchased and we may discontinue purchases at any time.
Capital management is a continuous process, with capital plans and stress testing for FNB and FNBPA updated at least annually. These capital plans include assessing the adequacy of expected capital levels assuming various scenarios by projecting capital needs for a forecast period of two to three years beyond the current year. From time to time, we issue shares initially acquired by us as treasury stock under our various benefit plans. We may issue additional preferred or common stock to maintain our well-capitalized status.
FNB and FNBPA are subject to various regulatory capital requirements administered by the federal banking agencies. Quantitative measures established by regulators to ensure capital adequacy require FNB and FNBPA to maintain minimum amounts and ratios of total, tier 1 and CET1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of leverage ratio (as defined). Failure to meet minimum capital requirements could lead to initiation of certain mandatory, and possibly additional discretionary actions, by regulators that, if undertaken, could have a direct material effect on our Consolidated Financial Statements, dividends and future business and corporate strategies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FNB and FNBPA must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. FNB's and FNBPA's capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
At March 31, 2026, the capital levels of both FNB and FNBPA exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered "well-capitalized" for regulatory purposes.
In this volatile economic and uncertain environment, we frequently run stress tests for a variety of economic situations, including severely adverse scenarios. Under these scenarios, the results of these stress tests indicate that our regulatory capital ratios would remain above the regulatory requirements and we would be able to maintain appropriate liquidity levels, demonstrating our expected ability to continue to support our customers and communities under stressful financial conditions.
Following are the capital amounts and related ratios for FNB and FNBPA:
TABLE 15
| Actual |
Well-Capitalized
Requirements (1)
|
Minimum Capital Requirements plus Capital Conservation Buffer |
|||||||||||||||||||||||||||||||||
| (dollars in millions) | Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||||||||||||
| As of March 31, 2026 | |||||||||||||||||||||||||||||||||||
| F.N.B. Corporation | |||||||||||||||||||||||||||||||||||
| Total capital | $ | 5,017 | 13.06 | % | $ | 3,843 | 10.00 | % | $ | 4,305 | 10.50 | % | |||||||||||||||||||||||
| Tier 1 capital | 4,384 | 11.41 | 2,306 | 6.00 | 3,266 | 8.50 | |||||||||||||||||||||||||||||
| CET1 | 4,384 | 11.41 | n/a | n/a | 2,690 | 7.00 | |||||||||||||||||||||||||||||
| Leverage | 4,384 | 9.22 | n/a | n/a | 1,903 | 4.00 | |||||||||||||||||||||||||||||
| Risk-weighted assets | 38,427 | ||||||||||||||||||||||||||||||||||
| FNBPA | |||||||||||||||||||||||||||||||||||
| Total capital | $ | 5,264 | 13.80 | % | $ | 3,815 | 10.00 | % | $ | 4,006 | 10.50 | % | |||||||||||||||||||||||
| Tier 1 capital | 4,444 | 11.65 | 3,052 | 8.00 | 3,243 | 8.50 | |||||||||||||||||||||||||||||
| CET1 | 4,364 | 11.44 | 2,480 | 6.50 | 2,670 | 7.00 | |||||||||||||||||||||||||||||
| Leverage | 4,444 | 9.39 | 2,365 | 5.00 | 1,892 | 4.00 | |||||||||||||||||||||||||||||
| Risk-weighted assets | 38,148 | ||||||||||||||||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||||||||||||||
| F.N.B. Corporation | |||||||||||||||||||||||||||||||||||
| Total capital | $ | 4,971 | 13.08 | % | $ | 3,799 | 10.00 | % | $ | 3,989 | 10.50 | % | |||||||||||||||||||||||
| Tier 1 capital | 4,317 | 11.36 | 2,279 | 6.00 | 3,229 | 8.50 | |||||||||||||||||||||||||||||
| CET1 | 4,317 | 11.36 | n/a | n/a | 2,659 | 7.00 | |||||||||||||||||||||||||||||
| Leverage | 4,317 | 9.11 | n/a | n/a | 1,896 | 4.00 | |||||||||||||||||||||||||||||
| Risk-weighted assets | 37,991 | ||||||||||||||||||||||||||||||||||
| FNBPA | |||||||||||||||||||||||||||||||||||
| Total capital | $ | 5,188 | 13.75 | % | $ | 3,774 | 10.00 | % | $ | 3,963 | 10.50 | % | |||||||||||||||||||||||
| Tier 1 capital | 4,371 | 11.58 | 3,019 | 8.00 | 3,208 | 8.50 | |||||||||||||||||||||||||||||
| CET1 | 4,291 | 11.37 | 2,453 | 6.50 | 2,642 | 7.00 | |||||||||||||||||||||||||||||
| Leverage | 4,371 | 9.27 | 2,357 | 5.00 | 1,885 | 4.00 | |||||||||||||||||||||||||||||
| Risk-weighted assets | 37,743 | ||||||||||||||||||||||||||||||||||
(1) Reflects the well-capitalized standard under Regulation Y for F.N.B. Corporation and the prompt corrective action framework for FNBPA.
In accordance with Basel III Capital Rules, the minimum capital requirements plus capital conservation buffer, which are presented for each period above, represent the minimum requirements needed to avoid limitations on distributions of dividends and certain discretionary bonus payments.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act)
The Dodd-Frank Act broadly affects the financial services industry by establishing a framework for systemic risk oversight, creating a resolution authority for institutions determined to be systemically important, mandating higher capital and liquidity requirements, requiring banks to pay increased fees to regulatory agencies and containing numerous other provisions aimed at strengthening the sound operation of the financial services sector that significantly change the system of regulatory oversight as
described in more detail under Part I, Item 1, "Business - Government Supervision and Regulation" included in our 2025 Annual Report on Form 10-K as filed with the SEC on February 24, 2026.
LIQUIDITY
Our primary liquidity management goal is to satisfy the cash flow requirements of customers and the operating cash needs of FNB with cost-effective funding. Our Board of Directors has established an Asset/Liability Management Policy to guide management in achieving and maintaining earnings performance consistent with long-term goals, while maintaining acceptable levels of interest rate risk, a "well-capitalized" Balance Sheet and appropriate levels of liquidity. Our Board of Directors has also established Liquidity and Contingency Funding Policies to guide management in addressing the ability to identify, measure, monitor and control both normal and stressed liquidity conditions. These policies designate our ALCO as the body responsible for meeting these objectives. The ALCO, which is comprised of members of executive management, reviews liquidity on a continuous basis and approves significant changes in strategies that affect Balance Sheet or cash flow positions. Liquidity is centrally managed daily by our Treasury Department.
Parent Company Liquidity
The parent company's funding requirements primarily consist of shareholder dividends, debt service, income taxes, operating expenses, funding of non-bank subsidiaries, and stock repurchases. The parent company's funding sources primarily consist of dividends and interest received from FNBPA and other direct subsidiaries, net taxes collected from subsidiaries included in the consolidated tax returns, fees for services provided to subsidiaries and the issuance of debt instruments. The dividends received from FNBPA and other direct subsidiaries may be impacted by the parent's or its subsidiaries' capital and liquidity needs, statutory laws and regulations, corporate policies, contractual restrictions, profitability and other factors. In addition, through one of our subsidiaries, we regularly issue subordinated notes, which are guaranteed by FNB.
Management utilizes various strategies to ensure sufficient cash on hand is available to meet the parent company's funding needs. Significant funding sources for the parent company include dividends from subsidiaries, other operating income and access to the capital markets. During the first quarter of 2026, FNBPA paid dividends to the parent of $75 million, an increase of $20 million when compared to the fourth quarter of 2025, and within the regulatory capacity to pay dividends to FNB. The Board of Directors regularly reviews appropriate levels of dividends from subsidiaries. In addition, we repurchased $35.3 million, or 2.0 million shares, of FNB stock at an average cost of $17.41. In April 2026, we announced that our Board of Directors authorized a new share repurchase program. Including the authority remaining under the previous program, total repurchase capacity is approximately $300 million as of April 15, 2026. The parent company's cash position at March 31, 2026 was $277.0 million. We have historically been opportunistic when accessing the capital markets, and we expect to continue with that strategy. Additionally, in April 2026, our Board of Directors declared a quarterly common stock cash dividend of $0.13, an 8% increase, beginning with the common dividend payable on June 15, 2026.
Two metrics that are used to gauge the adequacy of the parent company's cash position are the Liquidity Coverage Ratio (LCR) and Months of Cash on Hand (MCH). The LCR is defined as the sum of cash on hand plus projected cash inflows over the next 12 months divided by projected cash outflows over the next 12 months. The MCH is defined as the number of months of corporate expenses and dividends that can be covered by the existing cash on hand. The LCR and MCH ratios and Parent company cash on hand are presented in the following table:
TABLE 16
|
March 31, 2026 |
December 31, 2025 |
Internal Limit |
|||||||||||||||
| Liquidity coverage ratio | 2.1 times | 2.3 times | > 1 time | ||||||||||||||
| Months of cash on hand | 12.2 months | 14.0 months | > 12 months | ||||||||||||||
| Parent company cash on hand (millions) | $ | 277.0 | $ | 288.3 | n/a | ||||||||||||
The LCR at March 31, 2026 decreased primarily due to the timing of stock repurchases and dividends from the bank subsidiary. In 2026, there are no scheduled debt maturities, a positive for the ratio. Management has concluded that our cash levels remain appropriate given the current market environment.
Bank Liquidity
Bank-level liquidity sources from assets include payments from loans and investments, as well as the ability to securitize, pledge or sell loans, investment securities and other assets. Liquidity sources from liabilities are generated primarily through the banking offices of FNBPA in the form of deposits and customer repurchase agreements. FNBPA also has access to reliable and cost-effective wholesale sources of liquidity. Short- and long-term funds are available for use to help fund normal business operations, and unused credit availability can be utilized to serve as contingency funding if faced with a liquidity crisis.
Over time, our liquidity position has been positively impacted by FNBPA's ability to generate growth in relationship-based deposit accounts. Organic growth in low-cost transaction deposits has been complemented by management's continued strategy of deposit gathering efforts focused on attracting new customer relationships across our geographic footprint and deepening relationships with existing customers, in part through internal lead generation efforts leveraging our data analytics capabilities. These successful strategies resulted in total deposit growth of $141.8 million, or 0.4%, compared to December 31, 2025, with interest-bearing deposits and non-interest-bearing demand deposits increasing $52.9 million and $88.9 million, respectively. The mix of non-interest-bearing demand deposits to total deposits remained stable with both the prior quarter and year-ago quarter at 26%. Our loan to deposit ratio stood at 90.3% at March 31, 2026, compared to 89.7% at December 31, 2025.
At March 31, 2026, approximately 76% of our deposits were insured by the FDIC or collateralized, consistent with December 31, 2025 levels. Our cash balances held at the FRB were $2.2 billion at March 31, 2026 and $2.1 billion at December 31, 2025. Management will continue to evaluate appropriate levels of liquidity based on expected loan and deposit growth, other balance sheet activity and the current market environment.
The following table presents certain information relating to FNBPA's credit availability and salable unpledged investment securities:
TABLE 17
| (dollars in millions) |
March 31, 2026 |
December 31, 2025 |
|||||||||
| Unused wholesale credit availability | $ | 18,973 | $ | 18,345 | |||||||
| Unused wholesale credit availability as a % of FNBPA assets | 37.7 | % | 36.7 | % | |||||||
| Salable unpledged government and agency securities | $ | 1,323 | $ | 1,183 | |||||||
| Salable unpledged government and agency securities as a % of FNBPA assets | 2.6 | % | 2.4 | % | |||||||
| Cash and salable unpledged government and agency securities as a % of FNBPA assets | 7.0 | % | 6.5 | % | |||||||
| Uninsured Deposit Coverage Ratio | 142.3 | % | 139.1 | % | |||||||
Our bank-level liquidity position remains strong. Our contingency funding policy and periodic liquidity stress testing of multiple stress scenarios is particularly valuable as we actively manage our liquidity. A portion of our available borrowing capacity includes capacity at the FRB's Discount Window. Through various actions, management increased availability from this source to $3.4 billion. We have no borrowings under this facility. Additional sources of unused wholesale credit availability for FNBPA include the ability to borrow from the FHLB, correspondent bank lines, and access to other funding channels. In addition to credit availability, FNBPA also has excess cash and salable unpledged government and agency securities that could be utilized to meet funding needs. At March 31, 2026, FNBPA has $3.5 billion of cash and salable unpledged government and agency securities representing 7.0% of total assets, compared to $3.3 million and 6.5% at December 31, 2025. This compares to a policy minimum of 3.0%. The Uninsured Deposit Coverage Ratio is designed to determine the amount of funding sources available to cover uninsured deposit outflows. This ratio has improved from December 31, 2025 due to various actions undertaken by management, including expanding borrowing capacity at the FHLB and FRB.
Another metric for measuring liquidity risk is the liquidity gap analysis. The following liquidity gap analysis as of March 31, 2026 compares the difference between our cash flows from existing earning assets and interest-bearing liabilities over future time intervals. Management calculates this ratio at least quarterly and it is reviewed regularly by ALCO. Management monitors the size of the liquidity gaps so that sources and uses of funds are reasonably matched in the normal course of business and in relation to implied forward rate expectations. A reasonably matched position lays a better foundation for dealing with additional funding needs during a potential liquidity crisis. A positive gap position means that more assets are expected to mature over the next 12 months than liabilities. The allocation of non-maturity deposits and customer repurchase agreements to the twelve-month categories is based on the estimated lives of each product.
TABLE 18
| (dollars in millions) |
Within 1 Month |
2-3 Months |
4-6 Months |
7-12 Months |
Total 1 Year |
||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Loans | $ | 1,129 | $ | 1,791 | $ | 2,126 | $ | 3,625 | $ | 8,671 | |||||||||||||||||||
| Investments | 2,321 | 198 | 300 | 556 | 3,375 | ||||||||||||||||||||||||
| 3,450 | 1,989 | 2,426 | 4,181 | 12,046 | |||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Non-maturity deposits | 341 | 682 | 1,023 | 2,047 | 4,093 | ||||||||||||||||||||||||
| Time deposits | 1,114 | 2,176 | 2,448 | 1,268 | 7,006 | ||||||||||||||||||||||||
| Borrowings | 1,527 | 12 | 522 | 430 | 2,491 | ||||||||||||||||||||||||
| 2,982 | 2,870 | 3,993 | 3,745 | 13,590 | |||||||||||||||||||||||||
| Period Gap (Assets - Liabilities) | $ | 468 | $ | (881) | $ | (1,567) | $ | 436 | $ | (1,544) | |||||||||||||||||||
| Cumulative Gap | $ | 468 | $ | (413) | $ | (1,980) | $ | (1,544) | |||||||||||||||||||||
| Cumulative Gap to Total Assets | 0.9 | % | (0.8) | % | (3.9) | % | (3.0) | % | |||||||||||||||||||||
The twelve-month cumulative gap to total assets ratio was (3.0)% as of March 31, 2026, compared to (2.2)% as of December 31, 2025. The change in the twelve-month cumulative gap to total assets was primarily related to lower prepayment estimates, decreased investment securities maturities and decreased loans held for sale. ALCO regularly monitors various liquidity ratios, stress scenarios of our liquidity position and assumptions considering market disruptions, lending demand, deposit behavior, and funding availability. The stress scenarios forecast that adequate funding will be available even under severe conditions. Management believes we have sufficient liquidity available to meet our normal operating and contingency funding cash needs for the next twelve months and thereafter for the foreseeable future.
MARKET RISK
Market risk refers to potential losses arising predominately from changes in interest rates, foreign exchange rates, equity prices and commodity prices. Interest rate risk is comprised of repricing risk, basis risk, yield curve risk and options risk. We are primarily exposed to interest rate risk inherent in our lending and deposit-taking activities as a financial intermediary. To succeed in this capacity, we offer an extensive variety of financial products to meet the diverse needs of our customers. These products sometimes contribute to interest rate risk for us when product groups possess different cash flow characteristics. For example, depositors may want short-term deposits, while borrowers may desire long-term loans.
Changes in market interest rates may result in changes in the fair value of our financial instruments, cash flows and net interest income. Subject to its ongoing oversight, the Board of Directors has given ALCO the responsibility for market risk management, which involves devising policy guidelines, risk measures and limits, and managing the amount of interest rate risk and its effect on net interest income and capital. We use derivative financial instruments, among other strategies, for interest rate risk management purposes.
We use an asset/liability model to measure our interest rate risk. Interest rate risk measures we utilize include earnings simulation, EVE and gap analysis. Gap analysis and EVE are static measures that do not incorporate assumptions regarding future business. Gap analysis, while a helpful diagnostic tool, displays cash flows for only a single rate environment. EVE's long-term horizon helps identify changes in optionality and longer-term positions. However, EVE's liquidation perspective does not translate into the earnings-based measures that are the focus of managing and valuing a going concern. Net interest income simulations explicitly measure the exposure to earnings from changes in market rates of interest. In these simulations, our current financial position is combined with assumptions regarding future business activities to calculate net interest income under various hypothetical rate scenarios. The ALCO regularly reviews earnings simulations over multiple years under various interest rate scenarios. Reviewing these various measures provides us with a comprehensive view of our interest rate risk profile, which provides the basis for balance sheet management strategies.
The following repricing gap analysis as of March 31, 2026 compares the difference between the amount of interest-earning assets and interest-bearing liabilities subject to repricing. The allocation of non-maturity deposits and customer repurchase agreements to the one-month maturity category below is based on the estimated sensitivity of each product to changes in market rates. For example, if a product's rate is estimated to increase by 50% as much as the market rates, then 50% of the account balance was placed in this category.
TABLE 19
| (dollars in millions) |
Within 1 Month |
2-3 Months |
4-6 Months |
7-12 Months |
Total 1 Year |
||||||||||||||||||||||||
| Assets | |||||||||||||||||||||||||||||
| Loans | $ | 15,814 | $ | 1,277 | $ | 1,006 | $ | 1,769 | $ | 19,866 | |||||||||||||||||||
| Investments | 2,354 | 203 | 326 | 633 | 3,516 | ||||||||||||||||||||||||
| 18,168 | 1,480 | 1,332 | 2,402 | 23,382 | |||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Non-maturity deposits | 11,133 | - | - | - | 11,133 | ||||||||||||||||||||||||
| Time deposits | 1,203 | 2,175 | 2,446 | 1,263 | 7,087 | ||||||||||||||||||||||||
| Borrowings | 1,598 | 428 | 415 | 116 | 2,557 | ||||||||||||||||||||||||
| 13,934 | 2,603 | 2,861 | 1,379 | 20,777 | |||||||||||||||||||||||||
| Off-balance sheet | (1,450) | 200 | (250) | 250 | (1,250) | ||||||||||||||||||||||||
| Period Gap (Assets - Liabilities + Off-balance sheet) | $ | 2,784 | $ | (923) | $ | (1,779) | $ | 1,273 | $ | 1,355 | |||||||||||||||||||
| Cumulative Gap | $ | 2,784 | $ | 1,861 | $ | 82 | $ | 1,355 | |||||||||||||||||||||
| Cumulative Gap to Earning Assets | 6.1 | % | 4.1 | % | 0.2 | % | 3.0 | % | |||||||||||||||||||||
Management utilizes the repricing gap analysis as a diagnostic tool in managing net interest income and EVE risk measures. Repricing gap analysis, while useful, has some limitations in measuring interest rate risk. The positive cumulative gap positions indicate that we have a greater amount of repricing earning assets than repricing interest-bearing liabilities over the subsequent twelve months, resulting in our slightly asset sensitive position. As a result of management's strategies to reduce its asset sensitive position, the twelve-month cumulative repricing gap to total assets was 3.0% as of March 31, 2026, down from 3.2% at December 31, 2025. Specific pricing actions included an emphasis on originating shorter-term time deposits and borrowings so more interest-bearing liabilities will mature in less than 12 months, hence reducing the repricing gap differential.
In addition to the repricing gap analysis above, we model rate scenarios which move all rates gradually over twelve months (Rate Ramps). We also model rate scenarios which move all rates in an immediate and parallel fashion (Rate Shocks) and model scenarios that gradually change the shape of the yield curve. Using a static Balance Sheet structure and utilizing net interest income simulations, the following table presents an analysis of the potential sensitivity of our net interest income to changes in interest rates using Rate Ramps and Rate Shocks and the sensitivity of EVE using Rate Shocks. The variance percentages represent the change between the net interest income and EVE calculated under the particular rate scenario compared to the net interest income and EVE that was calculated assuming market rates as of March 31, 2026. The calculated results do not reflect management's potential actions.
TABLE 20
|
March 31, 2026 |
December 31, 2025 |
ALCO Limits |
|||||||||||||||
| Net interest income change over 12 months (Rate Ramps): | |||||||||||||||||
| + 200 basis points | 1.5 | % | 1.6 | % | (10.0) | % | |||||||||||
| + 100 basis points | 0.8 | 0.8 | (10.0) | ||||||||||||||
| - 100 basis points | (0.9) | (0.9) | (10.0) | ||||||||||||||
| - 200 basis points | (1.9) | (1.9) | (10.0) | ||||||||||||||
| Net interest income change over 12 months (Rate Shocks): | |||||||||||||||||
| + 200 basis points | 2.4 | 2.5 | (10.0) | ||||||||||||||
| + 100 basis points | 1.3 | 1.4 | (10.0) | ||||||||||||||
| - 100 basis points | (1.7) | (1.8) | (10.0) | ||||||||||||||
| - 200 basis points | (3.8) | (4.2) | (10.0) | ||||||||||||||
| Economic value of equity (Rate Shocks): | |||||||||||||||||
| + 300 basis points | 5.0 | 5.6 | (25.0) | ||||||||||||||
| + 200 basis points | 3.8 | 4.2 | (15.0) | ||||||||||||||
| + 100 basis points | 2.4 | 2.7 | (10.0) | ||||||||||||||
| - 100 basis points | (3.6) | (3.9) | (10.0) | ||||||||||||||
| - 200 basis points | (8.6) | (9.5) | (15.0) | ||||||||||||||
There are multiple factors that influence our interest rate risk position and impact on net interest income, including external factors such as the shape of the yield curve, the competitive landscape and expectations regarding future interest rates, as well as internal factors regarding product offerings, product mix and pricing and re-pricing of loans and deposits. Our current interest rate risk position is slightly asset sensitive. A key driver of this position resulted from the origination of consumer and commercial loans with short-term repricing characteristics, some of which have been swapped to a fixed rate. Total variable and adjustable-rate loans were 63.1% and 63.4% of total net loans and leases at March 31, 2026 and December 31, 2025, respectively. Forty-six percent of our net loans and leases reprice within the next three months and are indexed to short-term SOFR, Prime and other indices. Furthermore, we regularly sell long-term fixed-rate residential mortgages in the secondary market.
Management continues to be proactive in managing our interest rate risk (IRR) position with the intention to maintain exposures near the current neutral levels. During the first three months of 2026, management adjusted the IRR position by purchasing investment securities with an average duration of 4.5 years, originating adjustable-rate mortgage loans with longer-duration fixed-rate reset periods, strategically meeting our customers' preferences for deposit products with shorter-term time deposits and maintaining borrowings with variable rates and varying maturities. As a result, the net interest income percentage change over 12 months shown above in both the up and down rate ramp scenarios is, as intended, closer to neutral when compared to December 31, 2025.
We also utilize derivatives to manage the IRR position. These positions are used to protect the fair value of assets and liabilities by converting the contractual interest rate on a specified amount (i.e., notional amounts) to another interest rate index or to hedge the variability in cash flows attributable to the contractually specified interest rate by converting the variable rate index into a fixed rate. The volume, maturity and mix of derivative positions change periodically as we adjust our broader interest rate risk management objectives, and the balance sheet positions to be hedged.
Derivative financial instruments are also offered to enable commercial customers to meet their financing and investing objectives and for their risk management purposes. We typically enter into offsetting third-party contracts with reputable counterparties with substantially matching terms to economically hedge the exposure related to these derivatives. At March 31, 2026, the commercial customer-related interest rate swaps totaled $5.9 billion (notional), down from $6.1 billion (notional) at December 31, 2025. For additional information regarding interest rate swaps, see Note 11, "Derivative Instruments and Hedging Activities" in the Notes to Consolidated Financial Statements in this Report.
We recognize that all asset/liability models have some inherent shortcomings. Asset/liability models require certain assumptions to be made, such as prepayment rates on interest-earning assets and repricing impact on non-maturity deposits,
which may differ from actual experience. These business assumptions are based upon our experience, business plans, economic and market trends and available industry data. While management believes that its methodology for developing such assumptions is reasonable, there can be no assurance that modeled results will be achieved. Furthermore, the metrics are based upon the static Balance Sheet structure as of the valuation date and do not reflect planned growth or management actions that could be taken.
CREDIT RATINGS
Credit ratings are subject to ongoing review by rating agencies, which consider a number of factors, including our financial strength, performance, prospects and operations as well as other factors not under our control. Other factors that influence our credit ratings include changes to the rating agencies' methodologies for our industry or certain security types; the rating agencies' assessment of the general operating environment for financial services companies; our relative positions in the markets in which we compete; our various risk exposures and risk management policies and activities; pending litigation and other contingencies; our reputation; our liquidity position, diversity of funding sources and funding costs; the current and expected level and volatility of our earnings; our capital position and capital management practices; our corporate governance; current or future regulatory and legislative initiatives; and the agencies' views on whether the U.S. government would provide meaningful support to us or our subsidiaries in a crisis. Our credit ratings affect the cost and availability of short- and long-term funding and collateral requirements for certain derivative instruments. Credit rating downgrades or negative watch warnings could negatively impact our reputation with lenders, investors and other third parties, which could also impair our ability to compete in certain markets or engage in certain transactions.
The following table presents the credit ratings for FNB and FNBPA as of March 31, 2026:
TABLE 21
| Moody's | Standard & Poor's | Kroll | |||||||||||||||
| F.N.B. Corporation | |||||||||||||||||
| Issuer credit rating | Baa2 | BBB- | A- | ||||||||||||||
| Senior debt | Baa2 | BBB- | A- | ||||||||||||||
| Subordinated debt | Baa2 | n/a | BBB+ | ||||||||||||||
| First National Bank of Pennsylvania | |||||||||||||||||
| Baseline credit assessment | Baa1 | n/a | n/a | ||||||||||||||
| Issuer credit rating | Baa1 | BBB | A | ||||||||||||||
| Senior debt | n/a | n/a | A | ||||||||||||||
| Subordinated debt | n/a | n/a | A- | ||||||||||||||
| Bank deposits | A2/P-1 | n/a | A | ||||||||||||||
| Short-term borrowings | n/a | A-2 | K1 | ||||||||||||||
| Outlook for F.N.B. Corporation and First National Bank of Pennsylvania | Stable | Stable | Stable | ||||||||||||||
| n/a - not applicable | |||||||||||||||||
RISK MANAGEMENT
As a financial institution, we take on a certain amount of risk in every business decision, transaction and activity. Accordingly, we have designed an ERM Framework in accordance with applicable regulatory guidelines which includes risk management practices designed to identify, assess, monitor and report the material risks known throughout the organization in pursuit of our business strategies. Our Board of Directors and senior management have identified six major categories of risk: credit risk, market risk, liquidity risk, operational risk, compliance risk and strategic risk. Reputation risk is considered across all six major risk categories as a consequential risk. In its oversight role of our risk management function, the Board of Directors focuses on the strategies, analyses and conclusions of management relating to identifying, understanding and managing risks to optimize total shareholder value, while balancing prudent business and safety and soundness considerations to safeguard our reputation.
We support our risk management processes and business oversight through a three lines model and a governance structure at the Board of Directors and management levels.
The three lines model consists of:
•First Line - consists of our businesses and enterprise support areas that engage in risk-taking activities and are principally responsible for owning and managing the day-to-day operational activities in accordance with the risk frameworks.
•Second Line - consists of the Risk Management Department responsible for developing risk frameworks and identifying, assessing, overseeing and controlling enterprise aggregate risks independent from the First Line.
•Third Line - consists of the Internal Audit Department, responsible for developing and executing a risk-based audit plan to provide assurance on the compliance and effectiveness of controls and risk management practices throughout the organization independent from the First and Second Lines.
Our Board of Directors is responsible for the oversight of management on behalf of our shareholders. The Board of Directors has assistance in carrying out its duties and may delegate authority through the following standing Board Committees which are also more fully described in our 2026 proxy statement:
•Audit Committee - provides oversight of our internal and external audit processes. In addition, monitors the integrity of the Consolidated Financial Statements, internal controls over financial reporting, qualifications and independence of our audit function.
•Nominating and Corporate Governance Committee - responsible for oversight of our governance policies and practices, shareholder engagement and selecting and recommending nominees for election to the FNB and FNBPA Boards of Directors.
•Compensation Committee - reviews and approves compensation and incentive compensation performance metrics of our SEC Section 16 reporting officers, and reviews and implements compensation and benefit matters having corporate-wide significance.
•Executive Committee - joint session of the FNB and FNBPA Board of Directors to cover special matters, as deemed necessary, in between regularly scheduled board meetings.
•Risk Committee - provides oversight and approves the ERM Framework including the review and approval of risk appetite and tolerances and risk management policies and practices, to identify, assess, monitor and report material risks.
•Credit Risk, Fair Lending and Community Reinvestment Act Committee - responsible for providing oversight of credit and lending risk management strategies and objectives of FNB and FNBPA, providing oversight of FNBPA's CRA program, policy and practices, and performing reviews of fair lending strategies, analysis and results to assist with its credit oversight responsibilities.
The Board Risk Committee serves as the primary point of contact between our Board of Directors and the Risk Management Council (RMC), which is the senior management level committee responsible for identifying, assessing, monitoring and reporting on material enterprise-wide risks. The Risk Committee and RMC are supported by other risk management committees, including Credit Risk Committees, the Operational Risk Committee, the Compliance Risk Committee and the ALCO.
Risk appetite is an integral element of our ERM Framework and of our business and capital planning processes through our Board Risk Committee and RMC. We use our risk appetite processes to promote appropriate alignment of risk, capital and performance tactics, while also considering risk appetite constraints from both financial and non-financial perspectives. The Board of Directors adopted an enterprise risk appetite that defines acceptable risk limits under which we seek to operate in pursuit of optimizing returns. As such, we monitor a series of Key Risk Indicators for various business lines and operations units to measure performance alignment with our stated risk appetite. Our top-down risk appetite process serves as a mitigant for undue risk-taking for bottom-up planning from our various business functions. Our Board Risk Committee, in collaboration with our RMC, approves our risk appetite on an annual basis, or more frequently, as needed to reflect changes in the risk, regulatory, economic and strategic plan environments, with the goal of ensuring that our strategic plans and business operations
remain consistent with our risk appetite given the current economic and regulatory environments, as well as shareholders' expectations.
Our ERM Framework provides the standards by which we will identify, assess, control, monitor and report on material risks across the organization. Reports relating to our risk appetite and strategic plans, and our ongoing monitoring thereof, and our aggregate risk profile, are regularly presented to our various management level risk oversight committees and reported up through our Board Risk Committee.
We continue to assess our risk management practices on an ongoing basis and are making investments as necessary to position ourselves for continued growth through sound risk management practices.
The Board of Directors believes that our enterprise-wide risk management process is effective and enables the Board of Directors to:
•assess the quality of the information they receive;
•understand our businesses and investments and risk-related financial, accounting, legal, regulatory and strategic considerations necessary to assess the material risks that FNB faces;
•oversee and assess how senior management evaluates material risk; and
•assess appropriately the effectiveness of our enterprise-wide risk management processes.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES AND KEY PERFORMANCE INDICATORS TO GAAP
Reconciliations of non-GAAP operating measures and key performance indicators discussed in this Report to the most directly comparable GAAP financial measures are included in the following tables.
| | ||||||||
| | ||||||||
TABLE 22
Return on average tangible common equity
|
Three Months Ended March 31, |
|||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||
| Net income available to common shareholders (annualized) | $ | 555,798 | $ | 472,534 | |||||||
| Amortization of intangibles, net of tax (annualized) | 10,733 | 12,620 | |||||||||
| Tangible net income available to common shareholders (annualized) (non-GAAP) | $ | 566,531 | $ | 485,154 | |||||||
| Average total shareholders' equity | $ | 6,807,612 | $ | 6,372,145 | |||||||
|
Less: Average intangible assets (1)
|
(2,514,310) | (2,527,636) | |||||||||
| Average tangible common equity (non-GAAP) | $ | 4,293,302 | $ | 3,844,509 | |||||||
| Return on average tangible common equity (non-GAAP) | 13.20 | % | 12.62 | % | |||||||
| | ||
TABLE 23
Return on average tangible assets
|
Three Months Ended March 31, |
|||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||
| Net income (annualized) | $ | 555,798 | $ | 472,534 | |||||||
| Amortization of intangibles, net of tax (annualized) | 10,733 | 12,620 | |||||||||
| Tangible net income (annualized) (non-GAAP) | $ | 566,531 | $ | 485,154 | |||||||
| Average total assets | $ | 49,953,935 | $ | 48,482,198 | |||||||
|
Less: Average intangible assets (1)
|
(2,514,310) | (2,527,636) | |||||||||
| Average tangible assets (non-GAAP) | $ | 47,439,625 | $ | 45,954,562 | |||||||
| Return on average tangible assets (non-GAAP) | 1.19 | % | 1.06 | % | |||||||
TABLE 24
Tangible book value per common share
| (dollars in thousands, except per share data) | March 31, 2026 | March 31, 2025 | |||||||||
| Total shareholders' equity | $ | 6,800,671 | $ | 6,418,012 | |||||||
|
Less: Intangible assets (1)
|
(2,512,732) | (2,525,619) | |||||||||
| Tangible common equity (non-GAAP) | $ | 4,287,939 | $ | 3,892,393 | |||||||
| Common shares outstanding | 355,670,905 | 359,364,784 | |||||||||
| Tangible book value per common share (non-GAAP) | $ | 12.06 | $ | 10.83 | |||||||
(1) Excludes loan servicing rights.
TABLE 25
Tangible common equity to tangible assets
| (dollars in thousands) | March 31, 2026 | March 31, 2025 | |||||||||
| Total shareholders' equity | $ | 6,800,671 | $ | 6,418,012 | |||||||
|
Less: Intangible assets (1)
|
(2,512,732) | (2,525,619) | |||||||||
| Tangible common equity (non-GAAP) | $ | 4,287,939 | $ | 3,892,393 | |||||||
| Total assets | $ | 50,628,037 | $ | 49,019,742 | |||||||
|
Less: Intangible assets (1)
|
(2,512,732) | (2,525,619) | |||||||||
| Tangible assets (non-GAAP) | $ | 48,115,305 | $ | 46,494,123 | |||||||
| Tangible common equity to tangible assets (non-GAAP) | 8.91 | % | 8.37 | % | |||||||
(1) Excludes loan servicing rights.
| | ||
TABLE 26
Pre-provision net revenue
|
Three Months Ended March 31, |
|||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Net interest income | $ | 359,278 | $ | 323,845 | |||||||
| Non-interest income | 90,985 | 87,766 | |||||||||
| Less: Non-interest expense | (257,865) | (246,811) | |||||||||
| Pre-provision net revenue (reported) (non-GAAP) | $ | 192,398 | $ | 164,800 | |||||||
| Pre-provision net revenue (reported) (annualized) (non-GAAP) | $ | 780,281 | $ | 668,357 | |||||||
TABLE 27
Efficiency ratio
|
Three Months Ended March 31, |
|||||||||||
| (dollars in thousands) | 2026 | 2025 | |||||||||
| Non-interest expense | $ | 257,865 | $ | 246,811 | |||||||
| Less: Amortization of intangibles | (3,350) | (3,939) | |||||||||
| Less: OREO expense | (236) | (315) | |||||||||
| Adjusted non-interest expense | $ | 254,279 | $ | 242,557 | |||||||
| Net interest income | $ | 359,278 | $ | 323,845 | |||||||
| Taxable equivalent adjustment | 3,145 | 2,983 | |||||||||
| Non-interest income | 90,985 | 87,766 | |||||||||
| Less: Net securities (gains) losses | (2) | - | |||||||||
| Adjusted net interest income (FTE) + non-interest income | $ | 453,406 | $ | 414,594 | |||||||
| Efficiency ratio (FTE) (non-GAAP) | 56.08 | % | 58.50 | % | |||||||
FNB Corporation published this content on May 06, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 06, 2026 at 18:40 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]