F.N.B. Corporation Prices $500 Million Senior Notes Offering

PRESS RELEASE

December 04, 2024 - Pittsburgh, PA

F.N.B. Corporation (NYSE: FNB) (“FNB” or the “Company”) today announced the pricing of its offering of $500 million aggregate principal amount of its fixed rate / floating rate senior notes due 2030 (the “Notes”). The Notes will bear interest at 5.722% per annum, payable semi-annually in arrears on June 11 and December 11, of each year, commencing on June 11, 2025, and ending on December 11, 2029. Starting on December 11, 2029, the Notes will bear interest at a floating rate per annum equal to Compounded SOFR plus 1.93%, payable quarterly in arrears on March 11, 2030, June 11, 2030, September 11, 2030 and on the maturity date. The offering is expected to close on December 11, 2024, subject to customary closing conditions.

The Company expects to use the net proceeds from the offering for general corporate purposes, which may include investments at the holding company level, capital to support the growth of the Company’s banking subsidiary and refinancing of outstanding indebtedness.

Morgan Stanley & Co. LLC, BofA Securities, Inc., and WauBank Securities LLC are serving as joint book-running managers, and Bancroft Capital, LLC, BMO Capital Markets Corp., Goldman Sachs & Co. LLC, and Piper Sandler & Co. are serving as co-managers.

FNB has filed a shelf registration statement (including a base prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before investing, prospective investors should read the registration statement (including the base prospectus), the prospectus supplement and other documents FNB has filed and will file with the SEC that are incorporated by reference into the registration statement and the prospectus supplement for more complete information about FNB and the offering, including the risks associated with the securities and the offering.

This announcement is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of any securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities are neither insured nor approved by the Federal Deposit Insurance Corporation. The offering will be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained free of charge from the SEC's website at: www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying base prospectus if you request it by contacting:  Morgan Stanley & Co. LLC Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, email: prospectus@morganstanley.com, or BofA Securities, Inc., NC1-022-02-25, 201 North Tryon Street, Charlotte, NC  28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.

About F.N.B. Corporation
F.N.B. Corporation (NYSE: FNB), headquartered in Pittsburgh, Pennsylvania, is a diversified financial services company operating in seven states and the District of Columbia. FNB’s 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. The Company has total assets of $48 billion and approximately 350 banking offices throughout Pennsylvania, Ohio, Maryland, West Virginia, North Carolina, South Carolina, Washington, D.C. and Virginia.

FNB provides a full range of commercial banking, consumer banking and wealth management solutions through its subsidiary network which is led by its largest affiliate, First National Bank of Pennsylvania, founded in 1864. Commercial banking solutions include corporate banking, small business banking, investment real estate financing, government banking, business credit, capital markets and lease financing. The consumer banking segment provides a full line of consumer banking products and services, including deposit products, mortgage lending, consumer lending and a complete suite of mobile and online banking services. FNB's wealth management services include asset management, private banking and insurance.

The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol "FNB" and is included in Standard & Poor's MidCap 400 Index with the Global Industry Classification Standard (GICS) Regional Banks Sub-Industry Index. Customers, shareholders and investors can learn more about this regional financial institution by visiting the F.N.B. Corporation website at www.fnbcorporation.com.Information on FNB’s website does not constitute part of, and is not incorporated by reference in, the prospectus or prospectus supplement.

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