Bylaw Amendment

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): February 26, 2024 ( February 21, 2024 )     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.)   One North Shore Center , 12 Federal Street , Pittsburgh , PA   15212 (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)     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 Instructions 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)) 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 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 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR The Board of Directors (the “Board”) of F.N.B. Corporation (“F.N.B.”) has adopted a procedural amendment to F.N.B.’s Bylaws, effective February 21, 2024 (as so amended, the “Bylaws”). The amendment removes from the Bylaws the provision that the nominating shareholder disclose any plans or proposals to nominate directors at any corporation or other entity with a class of equity securities registered pursuant to the Securities Exchange Act of 1934, as amended, whether or not trading in such securities has been suspended. The foregoing description of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which (marked to show changes from the prior version filed by F.N.B.) is attached as Exhibit 3.2 and incorporated by reference herein.   ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits:   Exhibit Number    Description 3.2    Bylaws of F.N.B. Corporation, effective February 21, 2024. 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 Dated: February 26, 2024