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X UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K Annual Report Pursuant to Section 13 or 15 ( d ) of The Securities Exchange Act of 1934 For the fiscal year ended December 31 , 2020 Transition Report Pursuant to Section 13 or 15 ( d ) of The Securities Exchange Act of 1934 For the transition period from Pennsylvania ( State or other jurisdiction of incorporation or organization ) Commission file number 001-31940 One North Shore Center , 12 Federal Street , ( Address of principal executive offices ) Securities registered pursuant to Section 12 ( b ) of the Act : F.N.B. CORPORATION ( Exact name of registrant as specified in its charter ) to Title of Each Class Common Stock , par value $ 0.01 per share Registrant's telephone number , including area code : 800-555-5455 Depositary Shares each representing 1 / 40th interest in a share of Fixed - to - Floating Rate Non - Cumulative Perpetual Preferred Stock , Series E X Pittsburgh , PA Trading Symbol ( s ) FNB FNBPRE Table of Contents 25-1255406 ( I.R.S. Employer Identification No. ) 15212 ( Zip Code ) Name of Exchange on which Registered New York Stock Exchange New York Stock Exchange Securities registered pursuant to Section 12 ( g ) of the Act : None No Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No | Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No □ No □ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( §232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes 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 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 Non - accelerated Filer Accelerated Filer Smaller reporting company 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 . □ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . No 区 Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes □ The aggregate market value of the registrant's outstanding voting common stock held by non - affiliates on June 30 , 2020 , determined using a per share closing price on that date of $ 7.50 , as quoted on the New York Stock Exchange , was $ 2,364,996,210 . As of January 31 , 2021 , the registrant had outstanding 321,523,121 shares of common stock . DOCUMENTS INCORPORATED BY REFERENCE Portions of F.N.B. Corporation's definitive proxy statement to be filed pursuant to Regulation 14A for the Annual Meeting of Stockholders to be held on May 11 , 2021 are incorporated by reference into Part III , Items 10 , 11 , 12 , 13 and 14 , of this Annual Report on Form 10 - K . F.N.B. Corporation will file its definitive proxy statement with the Securities and Exchange Commission on or before April 15 , 2021 .