AGM 2026

May 6, 2026

Slides

Good morning. Welcome, everyone. May I please have your attention? Recording of this meeting is absolutely prohibited. I'm required to inform you that today's meeting may contain information considered forward-looking statements. Under federal law, whenever we provide information of this nature, you should be aware it does not constitute a guarantee of future performance. Also, please refer to our non-GAAP disclosures contained in our related materials, periodic disclosures, report filings, and registration statements filed with the Securities and Exchange Commission and accessible through our corporate website. Further, FNB will not update information presented at this meeting. To ensure we have an orderly and productive meeting, we ask that you adhere to the annual meeting rules of conduct, which may be found by clicking on the Rules of Conduct Document in the bottom right-hand corner of the meeting webcast screen. After addressing the official business of the annual meeting, we will then move to the management presentation portion of the meeting and provide you with some comments on our most recent financial performance as well as other accomplishments. After completion of the management presentation, we have allocated 15 minutes to respond to shareholder questions. To allow us to answer questions from as many shareholders as possible, we will limit each shareholder to a maximum of 2 questions. Please allow me to introduce F.N.B. Corporation's Chairman, President, and CEO, Vince Delie, who will preside at this morning's Annual Meeting of Shareholders. Thank you, Jim. Good morning, everyone. Welcome to the 2026 F.N.B. Corporation Annual Meeting of Shareholders. Let me take a minute to introduce members of the FNB management team who are here with us today. Jim Orie, our chief legal officer and corporate secretary, Vince Calabrese, our chief financial officer, and Gary L. Guerrieri, our chief credit officer. Also, a representative from FNB's external auditor, Ernst & Young, has logged into the meeting. It is now 8:30 A.M. Eastern Time, and this meeting is hereby called to order. Official business to be addressed at today's meeting will be voting on the matters brought before the shareholders, as noted in our 2026 proxy statement. FNB's corporate secretary, Jim Orie, is hereby appointed to act as secretary for this meeting. Jim will now report on the mailing of notices and the presence of a quorum. Jim? Thank you, Vince. This meeting is held pursuant to a printed notice mailed on March 25th, 2026 to each shareholder of record on March 9th, 2026, who was entitled to vote. Based on the proxies presented immediately prior to commencement of this meeting, a quorum is present. In view of the nature of the virtual meeting format, we are waiving the reading of the minutes of the May 7th, 2025 annual meeting of shareholders. We have appointed Lisa Hajdu, Lou Miloki, and Frank Schiraldi as judges of election for this meeting. Peter Fritz of Broadridge Financial Solutions has been appointed as inspector of election for this meeting. Votes cast before the beginning of today's meeting have been tabulated by the judges and inspector of election. Chairman Delie, we can now proceed with the business of the meeting. The first official matter of business is the election of 10 directors. Based on the recommendation of the Nominating and Corporate Governance Committee, the board has nominated the director slate shown on the slide presentation to serve a 1-year term until the 2027 annual meeting. In accordance with the procedure set forth in the bylaws, no other nominations have been made. Our board and its Nominating and Corporate Governance Committee recommend that each director nominee is qualified under our board composition criteria and board skill matrix requirements, and that collectively, the nominees possess the requisite skills, expertise, and perspectives necessary to fulfill their fiduciary oversight responsibilities. The second matter is voting to approve the 2025 named executive officer compensation, an advisory, non-binding say on pay resolution. The third and final matter is ratification of the appointment of Ernst & Young as the independent registered public accounting firm for the 2026 fiscal year. Shareholders who have already voted their shares prior to the meeting do not need to recast their vote unless they wish to change their vote. We will now proceed with the voting. I hereby declare the polls closed, and that completes the voting. In a moment, our corporate secretary, Jim Orie, will report the results. As we await the judges and Inspector of Election to complete the current tally of the votes, I would like to take a moment to recognize our independent lead director, William B. Campbell, who has retired from the board after 50 years of dedicated service to F.N.B. His steadfast commitment to placing shareholders first has left a lasting impression on the board and continues to shape our governance today. His presence and counsel will be greatly missed, and we wish him every success and fulfillment in his future endeavors. At this time, the judges and inspector of election have completed the tally of the votes. I invite Jim Orie to present the results. Jim? The judges and inspector of election have counted the votes cast and submitted their preliminary report of voting results to me. It is a pleasure to report that each of the director nominees were elected to serve as a director for a 1-year term until the 2027 annual meeting of shareholders, and all other meeting proposals have been approved by our shareholders. We will be reporting the final vote results in a Form 8-K to be filed with the SEC within 4 business days of today's meeting. There being no further business, the annual meeting is hereby adjourned. I would now like to provide an update on our most recent financial performance as well as other accomplishments. Reflecting back on 2025, FNB continued to deliver on our promise of sustainable growth and innovation to provide value to our customers, communities, employees, and shareholders. Full year 2025's operating performance reflected multiple records, including revenue of $1.8 billion, operating net income of $577 million, and operating EPS of $1.59. Full year operating EPS grew 14% year-over-year, driven by 9% growth in net interest income with significant margin expansion and record non-interest income. We delivered strong profitability and capital metrics with return on average tangible common equity equaling 15% and tangible book value per share of $11.87, an increase of 13% from year end 2024. Our balance sheet surpassed $50 billion in assets with a focus on positioning the balance sheet for continued future success, including improving the loan-to-deposit ratio with an emphasis on growing low-cost deposits. Our strong performance demonstrates consistent execution of our multi-pronged strategy, diversifying revenue streams, optimizing our balance sheet, deploying capital thoughtfully, and serving our clients' primary bank enabled by continued investment in our digital capabilities and technology. FNB launched our Clicks-to-Bricks strategy 10 years ago, which was heavily focused on building out data infrastructure and reporting. Our actions have enabled FNB to introduce innovative solutions such as eStore and the common application that enhance client experience and deepen relationships. Our comprehensive digital strategy, including AI, has been a key driver behind client acquisition, engagement, and convenience. Concurrently, FNB continues to expand the use of AI and data analytics to improve efficiency and accelerate revenue growth. Together, these efforts enable continued investment in our revenue-generating businesses and our differentiated omni-channel customer experience while delivering meaningful positive operating leverage. Since assuming the role of president of First National Bank of Pennsylvania in 2009, my focus has been creating long-term value for our shareholders while continuing to reinvest in the company's future. During this time, we have grown our balance sheet 477% while still returning $2.4 billion of capital to shareholders through both dividends and share repurchases. Outside of accretive acquisitions, we have achieved an organic compounded annual growth rate of 8%, delivering a total shareholder return that outperformed the KBW Regional Banking Index by more than 200% and reached record capital levels. At the same time, we have managed our dividend payout ratio to 31%, consistent with our peer levels. These efforts have produced sustained levels of increased profitability, significant returns, and strong capital generation. Most recently, we announced an 8% increase in our quarterly cash dividend to $0.13 per share, beginning with the June payment. In addition, our board of directors unanimously approved management's recommendation to authorize an additional $250 million in common stock repurchases on top of the $50 million remaining under our existing program. I am proud of what our team has accomplished. Through disciplined execution and clear long-term strategy, we have built a premier regional institution that remains firmly committed to optimizing shareholder value while continuing to grow and reinvest in the company's future. Let's briefly look at our first quarter 2026 results and some key performance measures. For a more comprehensive review of our first quarter earnings, please visit the investor relations portion of our website. FNB had a good start to the year, reporting net income of $137 million. EPS increased 19% over the first quarter of 2025 to $0.38. Pre-provision net revenue increased 17% from the year ago quarter as we generated positive operating leverage of 4.9%. Our capital ratios remain strong and continue to move favorably, all while producing a return on average tangible common equity equaling 13.2%. Tangible book value per share of $12.06 represents an increase of 11% from the year ago period. FNB's differentiating investments in technology, diverse product offerings, and top-tier talent have strengthened our competitive position and enable us to succeed against banks of every size. Two recent examples highlight this approach. First, we announced a partnership with the Pennsylvania State University, naming FNB as the official and exclusive retail banking and financial services provider for more than 90,000 students and 36,000 faculty and staff, as well as the primary treasury management provider for all Penn State campuses. Second, FNB entered into an agreement to become the exclusive ATM and branch banking provider at Pittsburgh International Airport with technology-forward digital marketing experiences, including a state-of-the-art digital banking center. FNB's visually stunning digital banking center is located on the departure level of the new terminal, where nearly 9.8 million travelers and airport employees can access our company's award-winning eStore digital platform, traditional FNB ATMs, and an ATM equipped with TellerChat. Over the past two decades of significant growth, FNB has earned widespread recognition for its performance, innovation, customer experience, workplace culture, and leadership. In the last 16 months, the company received more than 80 awards based on independent feedback and analysis. These awards are from leading media outlets, independent third-party research organizations, and industry experts. Our digital innovations, including eStore and Clicks-to-Bricks, continue to receive national and international acclaim. In addition, organizations such as Forbes and Time have recognized FNB among the best companies in the United States and globally. Since 2011, FNB has earned approximately 130 Coalition Greenwich Awards for excellence in banking services. Our recognition as one of the nation's top workplaces, along with numerous leadership honors, including the CEO of the Year and Global Banking Leadership acknowledgments, reflect the strength of our people and culture. Our financial performance, as well as each award, affirms that FNB is executing its strategy effectively and living its values. These achievements are made possible by the dedication of our team members, who consistently deliver exceptional performance and service, foster a collaborative culture, and drive long-term success for all stakeholders. I am proud of the winning culture we have built together that results directly in FNB's financial performance and shareholder value creation. We will now entertain questions. Thank you, everybody. Vince, we have one press question that was submitted in advance of the meeting. The question is, the shareholder is asking whether executive incentive compensation should include employee and customer experience metrics in addition to financial performance metrics to help ensure leadership is held accountable for fostering a strong culture and maintaining relationships that support long-term success. Vince? Yeah, that's a great question. You know, thank you for submitting the question. The board of directors has a policy of reviewing external third-party surveys. You know, basically, we engage in a survey, biannual surveying the employee base, and then benchmarking it against other companies. We performed extraordinarily well in that benchmarking, and that's part of the overall review of management and the CEO. It's part of what's disclosed. We also have a number of awards. I think we're one of the most awarded banks that I can see out there, at least according to Chad, that receives, you know, Best Workplace awards. Those surveys are all done externally by third parties. The information's brought in, it's analyzed, and then disseminated among the leadership team. When we look at incentive compensation, particularly for the CEO and the Section 16 officers, the board requested that we engage in a survey of our top investors. We surveyed and met with over 100 investors, brought back feedback about what should be in the incentive compensation plans. You know, there were several things that kind of had a recurring theme in terms of the metrics that we should be monitoring or we should be paid for based on our performance. You know, it's EPS expansion, you know, exceeding plan goals that are set relative to peer expectations. Returns were very important, so return on average tangible common equity is a component. Internal capital growth, tangible book value per share expansion. Those were the things, themes that came back, then the compensation committee of the board, in conjunction with an external consultant, helped develop the metrics with management to address the shareholder views. You know, we put that together and put it out there, and it's done a pretty remarkable job of keeping us aligned with shareholder interests. You know, our total shareholder return since we put those metrics into place and started managing the company on a peer relative basis. By the way, I think five of the six metrics that we monitor are completely peer-based. We have to perform, outperform the peers or the peer median to even get any leverage at all in our compensation. Then if it's below peer, there's a reduction both with TSR and the metrics. You know, it's a pretty, it's a pretty transparent system, you know, that's how we derived it. You know, those items that you mentioned in your question are reviewed by the board. There is a process in place to, you know, evaluate the CEO and the executive management team and, you know, those are considered, but not part of the metrics. I hope that answers the question. I think we did what the shareholders requested that we do. Thank you for the question. We do focus on it. It is very important. By the way, it's also embedded in the performance of the company. You know, the actions that we take from a culture perspective, dealing with employees and clients, providing higher levels of service, ultimately reverberates back and is reflected in the growth and success of the company. You know, those peer-based metrics kind of force us to outperform, right, to get paid, so it pushes us towards excellence. We don't have any other questions. Mitch, there are no other questions in the queue. Yeah. I want to take this moment to thank everyone. Thank you for all of your time and effort and engaging with us. You know, we really appreciate the shareholder engagement. We've met with, you know, hundreds of shareholders over the last year and, you know, I just want you to know that we respect you. I listen, and we thank you for your continued support. Our goal is to put you first and deliver the absolute best returns and provide you with an opportunity to share in the return in capital as we become more and more profitable. Thank you for your commitment. That concludes our presentation. Thank you for attending today. Again, we really appreciate your support.