Executive Change · Shareholder Vote

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 6, 2026   F.N.B. CORPORATION (Exact name of registrant as specified in its charter)   Pennsylvania (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 (Commission File Number) (IRS Employer Identification No.)     626 Washington Place, Pittsburgh, PA 15219 (Address of Principal Executive Offices) (Zip Code) ( 800 ) 555-5455 (Registrant's telephone number, including area code)   N/A (Former name or former address, if changed since last report) 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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS' COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS Our independent lead director, William B. Campbell, who has been a director of F.N.B. Corporation since 1975, did not stand for re-election and retired from our Board of Directors effective May 6, 2026. ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS At the F.N.B. Corporation Annual Meeting held on May 6, 2026, shareholders voted on the matters set forth below. Proposal 1 - Election of Our Board of Directors Our ten director nominees proposed by the Board of Directors were elected to serve until the 2027 Annual Meeting by the following vote of common shareholders: Director Nominee For % Withhold % Broker Non-Votes Pamela A. Bena 274,443,637  97.24  % 7,795,885  2.76  % 33,431,676  James D. Chiafullo 252,862,537  89.59  % 29,376,985  10.41  % 33,431,676  Vincent J. Delie, Jr. 275,371,433  97.57  % 6,868,089  2.43  % 33,431,676  Mary Jo Dively 280,350,070  99.33  % 1,889,452  0.67  % 33,431,676  David J. Malone 269,040,072  95.32  % 13,199,450  4.68  % 33,431,676  Frank C. Mencini 274,450,444  97.24  % 7,789,078  2.76  % 33,431,676  David L. Motley 276,119,473  97.83  % 6,120,049  2.17  % 33,431,676  Heidi A. Nicholas 278,467,195  98.66  % 3,772,327  1.34  % 33,431,676  John S. Stanik 278,370,739  98.63  % 3,868,783  1.37  % 33,431,676  William J. Strimbu 264,398,695  93.68  % 17,840,827  6.32  % 33,431,676  Proposal 2 - Advisory Resolution to Approve Executive Compensation The advisory resolution to approve the 2025 compensation of our named executive officers was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes 271,506,978  96.55  % 9,705,921  3.45  % 1,026,623  33,431,676  Proposal 3 - Ratification of FNB's Independent Registered Public Accounting Firm The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 was approved by the following vote of common shareholders: For % Against % Abstain Broker Non-Votes 307,043,313  97.44  % 8,059,504  2.56  % 568,381  — 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    Dated: May 8, 2026