[S-8 POS] F.N.B. Corp SEC Filing

Rhea-AI Filing Summary

Moelis & Company (MC) filed a Form 4 reporting equity awards granted to non-employee director Kenneth Shropshire on 1 July 2025.

• 1,761 2025 Annual Restricted Stock Units (RSUs) were awarded at a reference price of $62.45 (average closing price for the five trading days ended 30 June 2025). The units vested immediately on the grant date, with share settlement scheduled within 60 days after 1 July 2027.
• 208 2025 Elective RSUs were awarded on the same date. These RSUs vest in four equal quarterly installments, concluding on 1 July 2026, and are settled within 60 days of each vesting date.
• Each RSU entitles the holder to receive one share of Class A common stock. Following the transactions, Shropshire beneficially owns the exact number of RSUs granted (1,761 and 208, respectively), reported as direct ownership.

The filing reflects routine director compensation rather than an open-market purchase or sale; therefore, immediate market impact is expected to be neutral.

Insights

Financial Analyst

TL;DR – Routine equity grant; neutral signal for MC shareholders.

The Form 4 shows standard RSU compensation to an outside director, totaling 1,969 units valued at the grant reference price of $62.45. Because the award is part of Moelis & Co.’s normal director program, involves no cash transaction, and the shares are subject to multi-year settlement schedules, it does not alter the firm’s capital structure or convey new information about operating performance. Insider alignment is marginally positive, but the small size versus MC’s float renders the event not impactful for valuation or liquidity.

As filed with the Securities and Exchange Commission on July 3, 2025

Registration Nos. 333-189708

333-207334

333-259492

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 4 on Form S-8 to Form S-4 Registration Statement No. 333-189708

Post-Effective Amendment No. 3 on Form S-8 to Form S-4 Registration Statement No. 333-207334

Post-Effective Amendment No. 2 on Form S-8 to Form S-4 Registration Statement No. 333-259492

Under

THE SECURITIES ACT OF 1933

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania		25-1255406
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

626 Washington Place

Pittsburgh, Pennsylvania 15219

(800) 555-5455

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

F.N.B. Corporation/PVF Capital Corp. 1996 Incentive Stock Option Plan

F.N.B. Corporation/PVF Capital Corp. 2000 Incentive Stock Option and Deferred Compensation Plan

F.N.B. Corporation/PVF Capital Corp. 2008 Equity Incentive Plan

F.N.B. Corporation/PVF Capital Corp. 2010 Equity Incentive Plan

F.N.B. Corporation/Metro Bancorp, Inc. Amended and Restated 2006 Employee Stock Option and Restricted Stock Plan

F.N.B. Corporation/Metro Bancorp, Inc. 2011 Directors Stock Option Plan

F.N.B. Corporation/Metro Bancorp, Inc. Amended 2001 Directors Stock Option Plan

F.N.B. Corporation/Howard Bancorp, Inc. 2013 Equity Incentive Plan

(Full Titles of the Plans)

Vincent J. Delie, Jr.

President and Chief Executive Officer

F.N.B. Corporation

626 Washington Place

Pittsburgh, Pennsylvania 15219

(800) 555-5455

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		x		Accelerated filer		o
Non-accelerated filer		o		Smaller reporting company		o
				Emerging growth company		o

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 7(a)(2)(B) of the Securities Act.  o

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments relate to the following registration statements of F.N.B. Corporation (the “Corporation” and such registration statements, collectively, the “Registration Statements”):

· Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on October 22, 2013 (Registration No. 333-189708), pertaining to 201,371 shares of common stock of F.N.B. Corporation, par value $0.01 per share (the “Common Stock”) issuable under the F.N.B. Corporation/PVF Capital Corp. 1996 Incentive Stock Option Plan, the F.N.B. Corporation/PVF Capital Corp. 2000 Incentive Stock Option and Deferred Compensation Plan, the F.N.B. Corporation/PVF Capital Corp. 2008 Equity Incentive Plan and the F.N.B. Corporation/PVF Capital Corp. 2010 Equity Incentive Plan;

· Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on February 24, 2016 (Registration No. 333-207334), pertaining to 130,057 shares of Common Stock issuable under the F.N.B. Corporation/Metro Bancorp, Inc. Amended and Restated 2006 Employee Stock Option and Restricted Stock Plan, the F.N.B. Corporation/Metro Bancorp, Inc. 2011 Directors Stock Option Plan and the F.N.B. Corporation/Metro Bancorp, Inc. Amended 2001 Directors Stock Option Plan; and

· Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on January 28, 2022 (Registration No. 333-259492), pertaining to 89,696 shares of Common Stock issuable under the F.N.B. Corporation/Howard Bancorp, Inc. 2013 Equity Incentive Plan.

In accordance with the undertakings contained in the Registration Statements, the Corporation hereby files these Post-Effective Amendments to remove from registration the securities that had been registered for issuance pursuant to the Registration Statements and that remain unsold at the termination of their offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements of Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July 3, 2025.

	F.N.B. CORPORATION
	By:	/s/ Vincent J. Delie, Jr.
		Vincent J. Delie, Jr.
		President and Chief Executive Officer

Note: No other person is required to sign these Post-Effective Amendments in reliance on Rule 478 of the Securities Act of 1933, as amended.

FAQ

What insider transaction did Moelis & Company (MC) disclose on Form 4?

Director Kenneth Shropshire received 1,761 Annual RSUs and 208 Elective RSUs on 1 July 2025.

When do the 2025 Annual RSUs for MC vest and settle?

They vested on 1 July 2025 and will settle in shares within 60 days after 1 July 2027.

What is the vesting schedule for the 2025 Elective RSUs granted to the MC director?

Elective RSUs vest in four equal quarterly tranches, ending on 1 July 2026, with settlement within 60 days of each vesting date.

How many shares can the director receive from the RSU grants?

Each RSU converts into one Class A share, totaling 1,969 potential shares (1,761 + 208).

Did the director buy or sell Moelis & Company stock on the open market?

No. The Form 4 reports equity awards, not open-market purchases or sales.