LONG-TERM BORROWINGS

12 Months Ended

Dec. 31, 2025

Following is a summary of long-term borrowings:

TABLE 14.1


December 31	2025		2024
(in millions)
Federal Home Loan Bank advances	$	1,100	$	1,750
Senior notes	498		847
Subordinated notes	86		74
Junior subordinated debt	74		73
Other subordinated debt	143		268
Total long-term borrowings	$	1,901	$	3,012

Scheduled annual maturities for the long-term borrowings for the years following December 31, 2025 are as follows:

TABLE 14.2


(in millions)
2026	$	320
2027	620
2028	228
2029	126
2030	500
Later years	107
Total	$	1,901

Federal Home Loan Bank advances

Our banking affiliate has available credit with the FHLB of $12.0 billion, of which $9.1 billion was available for borrowing as of December 31, 2025. The outstanding FHLB advances (including both short-term and long-term borrowings) are secured by $16.7 billion of loans collateralized by residential mortgages, home equity lines of credit and commercial real estate. The short-term borrowings are scheduled to mature in various amounts periodically through 2026 while the long-term borrowings are scheduled to mature periodically through 2028. Weighted average interest rates paid on long-term FHLB advances held during 2025 and 2024 were 4.27% and 4.74%, respectively.

Subordinated notes

Subordinated notes are unsecured and subordinated to our other indebtedness. The subordinated notes mature in various amounts periodically through the year 2035. At December 31, 2025, all of the subordinated notes are redeemable by the holders prior to maturity at a discount equal to three to 12 months of interest, depending on the term of the note. We may require the holder to give 30 days prior written notice. No sinking fund is required and none has been established to retire the notes. The weighted average interest rates on the subordinated notes are presented in the following table:

TABLE 14.3


December 31	2025		2024		2023
Subordinated notes weighted average interest rate	4.70	%	4.50	%	4.10	%

Junior subordinated debt

The junior subordinated debt is comprised of the debt securities issued by FNB, or companies we acquired, in relation to our four unconsolidated subsidiary trusts (collectively, the Trusts), which are unconsolidated VIEs and are included on the Consolidated Balance Sheets in long-term borrowings. One hundred percent of the common equity of each Trust is owned by

FNB. The Trusts were formed for the purpose of issuing FNB-obligated mandatorily redeemable capital securities, or TPS to third-party investors. The proceeds from the sale of TPS and the issuance of common equity by the Trusts were invested in junior subordinated debt securities issued by FNB, which are the sole assets of each Trust. Since third-party investors are the primary beneficiaries, the Trusts are not consolidated in our Financial Statements. The Trusts pay dividends on the TPS at the same rate as the distributions paid by us on the junior subordinated debt held by the Trusts. F.N.B. Statutory Trust II was formed by us, and the other three statutory trusts were assumed through acquisitions. The acquired statutory trusts were adjusted to fair value in conjunction with the various acquisitions.

We record the distributions on the junior subordinated debt issued to the Trusts as interest expense. The TPS are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debt. The TPS are eligible for redemption, at any time, at our discretion. Under capital guidelines, the junior subordinated debt, net of our investments in the Trusts, is included in tier 2 capital. We have entered into agreements which, when taken collectively, fully and unconditionally guarantee the obligations under the TPS subject to the terms of each of the guarantees.

The following table provides information relating to the Trusts as of December 31, 2025:

TABLE 14.4


(dollars in millions)	Trust Preferred Securities		Common Securities		Junior Subordinated Debt		Stated Maturity Date	Interest Rate		Rate Reset Factor
F.N.B. Statutory Trust II	$	22	$	1	$	22	6/15/2036	5.63	%	SOFR + 165 bps

Yadkin Valley Statutory Trust I	25		1		23		12/15/2037	5.30	%	SOFR + 132 bps
FNB Financial Services Capital Trust I	25		1		24		9/30/2035	5.41	%	SOFR + 146 bps
Patapsco Statutory Trust I	5		—		5		12/15/2035	5.46	%	SOFR + 148 bps

Total	$	77	$	3	$	74

The SOFR rate used for the rate reset factors in the above table is the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points).

Senior and other subordinated debt

The following table provides information relating to our senior notes and other subordinated debt as of December 31, 2025. The subordinated notes are eligible for treatment as tier 2 capital for regulatory capital purposes.

TABLE 14.5


(dollars in millions)	Aggregate Principal Amount Issued		Net Proceeds (5)		Carrying Value		Stated Maturity Date	Interest Rate
Senior Notes:

Fixed-To-Floating Rate Senior Notes due December 11, 2030 (1)	$	500	$	497	$	498	12/11/2030	5.722	%
Total senior notes	500		497		498
Other Subordinated Debt:
Fixed-To-Floating Rate Subordinated Notes due 2029 (2)	120		118		119		2/14/2029	6.515	%
Fixed-To-Floating Rate Subordinated Notes due December 6, 2028 (3) (4)	25		26		24		12/6/2028	7.019	%


Total other subordinated debt	145		144		143
Total	$	645	$	641	$	641

(1) Fixed rate until December 11, 2029, at which time it converts to a floating rate determined by the Compounded SOFR plus 193 basis points.

(2) Floating rate effective February 14, 2024, determined by the Benchmark Replacement (three-month Chicago Mercantile Exchange (CME) term SOFR plus a tenor spread adjustment of 26 basis points) plus 240 basis points.

(3) Floating rate effective December 6, 2023, determined by the Benchmark Replacement (three-month CME term SOFR plus a tenor spread adjustment of 26 basis points) plus 302 basis points.

(4) Assumed from an acquisition and adjusted to fair value at the time of acquisition.

(5) After deducting underwriting discounts and commissions and offering costs. For the debt assumed from acquisitions, this is the fair value of the debt at the time of the acquisition.

Other Credit Availability

Excluding FHLB availability, our banking affiliate has additional unused other wholesale credit availability of $9.1 billion as of December 31, 2025.

Borrowing Activity

During the fourth quarter of 2025, $100.0 million in other subordinated debt that was issued in October 2015 matured. During the third quarter of 2025, $350.0 million in senior debt that was issued in August 2022 matured. During the second quarter of 2025, we redeemed $25.0 million in other subordinated debt assumed from our previous acquisition of UB Bancorp that was set to reprice at a higher interest rate.

During the fourth quarter of 2024, we completed a debt offering in which we issued $500 million aggregate principal amount of 5.722% fixed-rate / floating rate senior notes due in 2030. The net proceeds of the debt offering after deducting underwriting discounts and commissions and offering costs were $496.7 million. We used the net proceeds for general corporate purposes, including repayment of outstanding indebtedness, investments at the holding company level and capital to support the growth of FNBPA.