FNB Corp Issues Fixed-to-Floating Rate Preferred Stock, Series E

TL;DR

**FNB just issued new preferred stock, potentially boosting capital but adding to its financial obligations.**

AI Summary

F.N.B. Corporation (FNB) filed an 8-K on January 12, 2024, to report the issuance of Depositary Shares, each representing 1/40th interest in a share of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E. This matters to investors because preferred stock typically offers a fixed dividend payment, providing a potentially stable income stream, but it also ranks higher than common stock in claims on assets and earnings, which could impact common shareholders in a liquidation scenario.

Why It Matters

This filing indicates FNB is raising capital through preferred stock, which can impact the company's capital structure and potentially dilute common shareholders' claims on earnings if dividends are paid out.

Risk Assessment

Risk Level: low — The issuance of preferred stock is a common financing activity for banks and does not inherently signal high risk, though it adds to the company's financial obligations.

Analyst Insight

A smart investor would note this capital raise and consider how the preferred stock's fixed-to-floating rate and non-cumulative nature might impact FNB's financial flexibility and common stock dividends in varying interest rate environments.

Key Numbers

• 1/40th — interest in preferred stock (each Depositary Share represents 1/40th interest in a share of Series E Preferred Stock)
• January 12, 2024 — Date of Report (the earliest event reported in this 8-K filing)

Key Players & Entities

• F.N.B. CORPORATION (company) — the registrant issuing preferred stock
• Depositary Shares (other) — securities being issued
• Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (other) — the underlying security represented by the depositary shares
• Pennsylvania (other) — state of incorporation for F.N.B. CORPORATION
• 001-31940 (other) — Commission File Number for F.N.B. CORPORATION
• 25-1255406 (other) — IRS Employer Identification No. for F.N.B. CORPORATION
• One North Shore Center, 12 Federal Street, Pittsburgh, PA 15212 (other) — Address of Principal Executive Offices for F.N.B. CORPORATION
• 800-555-5455 (other) — Registrant’s telephone number

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share FNB New York Stock Exchan
• $1,000.00 — Stock, will equal One Thousand Dollars ($1,000.00), and accordingly, for each Depositary
• $25.00 — Share, will equal Twenty-Five Dollars ($25.00). The quarterly cash dividend of $18.13
• $18.13 — $25.00). The quarterly cash dividend of $18.13 per share (equivalent to $0.45325 per D
• $0.45325 — dend of $18.13 per share (equivalent to $0.45325 per Depositary Share or 1/40th interest

Filing Documents

• d640038d8k.htm (8-K) — 28KB
• d640038dex991.htm (EX-99.1) — 8KB
• g640038g0113030751050.jpg (GRAPHIC) — 5KB
• 0001193125-24-007672.txt ( ) — 202KB
• fnb-20240112.xsd (EX-101.SCH) — 4KB
• fnb-20240112_def.xml (EX-101.DEF) — 13KB
• fnb-20240112_lab.xml (EX-101.LAB) — 22KB
• fnb-20240112_pre.xml (EX-101.PRE) — 14KB
• d640038d8k_htm.xml (XML) — 5KB

01

Item 8.01 Other Events . On January 12, 2024, F.N.B. Corporation issued a press release announcing that it will redeem all issued and outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E (the "Series E Preferred Stock") and all of the corresponding depositary shares (CUSIP: 30255P103) (the "Depositary Shares"), each representing a 1/40th interest in a share of the Series E Preferred Stock, on February 15, 2024 (the "Redemption Date"). The cash redemption price, payable on the Redemption Date for each share of Series E Preferred Stock, will equal One Thousand Dollars ($1,000.00), and accordingly, for each Depositary Share, will equal Twenty-Five Dollars ($25.00). The quarterly cash dividend of $18.13 per share (equivalent to $0.45325 per Depositary Share or 1/40th interest per share) on the Series E Preferred Stock will be paid on the Redemption Date, to shareholders of record as of the close of business on January 31, 2024. All Depositary Shares are held in book-entry form through The Depository Trust Company ("DTC") and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by The Bank of New York Mellon Corporation, the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits: Exhibit Number Description 99.1 Press Release dated January 12, 2024 announcing redemption and cash dividend on Non-Cumulative Perpetual Preferred Stock, Series E 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

SIGNATURES

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: January 12, 2024