UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~May~~July 1516, 2026


F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)

Pennsylvania
(State or Other Jurisdiction of Incorporation)

001-31940

25-1255406

(Commission File Number)

(IRS Employer Identification No.)

626 Washington Place,

Pittsburgh,

15219

(Address of Principal Executive Offices)

(Zip Code)

(800) 555-5455


(Registrant's telephone number, including area code)

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

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

Title of Each Class

Trading Symbol(s)

Name of Exchange on which Registered

Common Stock, par value $0.01 per share

FNB

New York Stock Exchange

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


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


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


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


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

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

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

ITEM 52.02. ~~DEPARTURE~~RESULTS OF ~~DIRECTORS~~OPERATIONS ORAND ~~CERTAIN~~FINANCIAL ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~CONDITION

On ~~May 15~~July 16, 2026, ~~David~~ F.N.B. ~~Mitchell,~~Corporation ~~II,~~announced ~~Chief~~financial ~~Wholesale~~results ~~Banking~~for ~~Officer~~the ofquarter Fended June 30, 2026.~~N.B.~~ ~~Corporation~~A ~~(the~~copy ~~“Company”),~~of ~~announced~~the ~~his~~press ~~intention~~release toannouncing ~~retire~~our ~~from~~results for the ~~Company~~quarter ~~effective~~ended ~~July 2~~June 30, 2026 is attached hereto as Exhibit 99.1 and incorporated by reference herein.


ITEM 9.01.			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:


Exhibit Number						Description
99.1						Press release dated July 16, 2026 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2026.
104						Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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


			F.N.B. CORPORATION
			(Registrant)

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

Dated: ~~May~~July 1917, 2026

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