[8-K] F.N.B. Corp Reports Material Event

Rhea-AI Filing Summary

F.N.B. Corporation disclosed that Barry C. Robinson, its Chief Consumer Banking Officer, intends to retire effective October 10, 2025 after 15 years with the company. The filing states this change is part of the company’s executive succession planning and that Alfred D. Cho has been appointed to succeed Mr. Robinson as Chief Consumer Banking Officer.

The notice identifies a planned, orderly leadership transition rather than an abrupt departure and ties the change to the firm’s succession framework; no compensation, change-in-control, or other transactional details are disclosed in the report.

Positive

• Planned retirement with an effective date of October 10, 2025, indicating orderly succession
• Successor named (Alfred D. Cho), which supports leadership continuity and reduces interim disruption risk

Negative

• No disclosed details on compensation, transition timeline, or changes to responsibilities, limiting investor assessment
• No background or prior role for the successor disclosed, so experience and strategic direction are unclear

Insights

Corporate Governance Analyst

Board-led succession produced a planned C-suite change effective Oct 10, 2025.

The filing confirms a planned retirement of the Chief Consumer Banking Officer after 15 years, and the board has named an internal successor, Alfred D. Cho. That reflects an implemented succession plan rather than an ad hoc replacement, which is typically viewed as governance continuity.

Because no compensation arrangements or role-responsibility shifts are disclosed, investors should note the governance signal but cannot assess financial impact from this filing alone.

Human Capital / Banking Operations Expert

Operational continuity is signaled by an immediate named successor.

Appointing Alfred D. Cho to succeed the retiring officer suggests the consumer banking line plans uninterrupted leadership into the effective date of October 10, 2025. That reduces short-term operational disruption risk for consumer-facing units.

The filing does not specify Mr. Cho’s prior role, timeline for transition activities, or any changes to strategy, so concrete effects on performance metrics are not stated in this report.

FNB CORP/PA/0000037808false00000378082025-08-222025-08-22

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): August 22, 2025

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.)

626 Washington Place,

Pittsburgh,

PA

15219

(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)

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

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))

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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On August 22, 2025, Barry C. Robinson, Chief Consumer Banking Officer of F.N.B. Corporation (the “Company”), announced his intention to retire from the Company effective October 10, 2025, after 15 years of service.

As part of the Company’s succession plan for executive officers, the Company announced the appointment of Alfred D. Cho as Chief Consumer Banking Officer to succeed Mr. Robinson.

ITEM 7.01. REGULATION FD DISCLOSURE

On August 26, 2025, the Company issued a press release announcing the upcoming retirement of Mr. Robinson and the appointment of Mr. Cho to succeed Mr. Robinson upon his retirement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits: 

Exhibit Number						Description
99.1						Press release dated August 26, 2025 announcing the retirement of Mr. Robinson and the appointment of Mr. Cho.
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
						(Principal Financial Officer)

Dated: August 26, 2025

FAQ

What did F.N.B. Corp (FNB) report in the 8-K about its Chief Consumer Banking Officer?

The 8-K states that Barry C. Robinson intends to retire effective October 10, 2025 and that Alfred D. Cho will succeed him as Chief Consumer Banking Officer.

When is the retirement of FNB's Chief Consumer Banking Officer effective?

The filing specifies an effective retirement date of October 10, 2025.

How long did Barry C. Robinson serve at F.N.B. Corporation?

The 8-K notes Mr. Robinson served the company for 15 years.

Does the filing include compensation or change-in-control details for the transition?

No. The report does not disclose any compensation arrangements, change-in-control provisions, or other transactional terms related to the retirement or appointment.

Was the successor to the Chief Consumer Banking Officer named in the filing?

Yes. The filing names Alfred D. Cho as the successor to Mr. Robinson.