Additional Proxy Soliciting Materials - Form DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒       Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material Pursuant to Rule §240.14a-12

F.N.B. Corporation

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

You invested in F.N.B. CORPORATION and it's time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on May 8, 2024.

Get informed before you vote

View the Notice, 2024 Proxy Statement, 2023 Annual Report and 2023 Form 10-K online OR you can receive a free paper copy of voting material(s) by requesting them prior to April 24, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Smartphone users				Vote Virtually at the Meeting* May 8, 2024 8:30 AM Eastern Time
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		Virtually at:   www.virtualshareholdermeeting.com/FNB2024

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check the meeting materials for any special requirements for meeting attendance.

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THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters.

																				Board Recommends
		Voting Items
		1.		Election of 11 Directors
		Nominees:
		01)		Pamela A. Bena		04)		Vincent J. Delie, Jr.		07)		Frank C. Mencini		10)		John S. Stanik				For
		02)		William B. Campbell		05)		Mary Jo Dively		08)		David L. Motley		11)		William J. Strimbu
		03)		James D. Chiafullo		06)		David J. Malone		09)		Heidi A. Nicholas
		2.		Advisory approval of the 2023 named executive officer compensation.				For
		3.		Approval and adoption of the Amended and Restated F.N.B. Corporation 2022 Incentive Compensation Plan.				For
		4.		Ratification of appointment of Ernst & Young LLP as F.N.B. Corporation's independent registered public accounting firm for the 2024 fiscal year.				For

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