What the changes say
- FNB Corp added risks regarding global tariffs and widespread AI adoption in operations and credit decisioning.
- The bank removed ESG, overdraft scrutiny, and recent bank failure fallout risks, while updating figures on FDIC special assessments.
What changed since the prior 10-K
New
- New
Global trade policies, including changing tariffs and the imposition of new or increased tariffs and related uncertainty thereof, could have a material adverse effect on our business, results of operations or financial condition
New reciprocal tariffs imposed by the U.S. and retaliatory tariffs by China could increase costs, reduce product demand, and impair customers' ability to service debt.
- New
Extensive use of models, AI and generative AI technologies presents operational, regulatory and reputational risks
Extensive reliance on quantitative models, AI, and generative AI for credit decisioning and fraud detection introduces operational, regulatory, and reputational risks.
Dropped
- Dropped
Increasing, complex, evolving and conflicting regulatory, stakeholder, and other third-party expectations on ESG and DEI matters could adversely affect our reputation, our access to capital and the market price of our securities
- Dropped
Our overdraft protection programs and corresponding revenue may be impacted by new federal regulatory requirements or scrutiny or industry trends regarding such practices
- Dropped
Volatility in the banking sector, triggered by the failures of SIVB, SBNY and FRC, has resulted in agency rulemaking activities and changes in agency policies and priorities that could subject FNB and FNBPA to enhanced government regulation and supervision
- Dropped
Climate change and related legislative and regulatory initiatives may result in operational changes and expenditures that could significantly impact our business
Reworded
- 100% rewritten
We are subject to supervision and examination by U.S. government authorities and may become subject to investigations, enforcement actions, fines, and other adverse effects
Added that federal banking agencies have signaled a desire to remove excessive regulatory burdens while prioritizing material financial risks.
- 86% rewritten
Our business could be adversely affected by difficult economic conditions in the regions in which we operate
Retained substantially similar regional economic risk disclosures for operations across seven states and the District of Columbia.
- 78% rewritten
We have experienced and may experience future increases in our FDIC insurance assessments due to the bank failures that affect the FDIC's insurance fund
Added specific historical figures, noting FNBPA recognized special FDIC assessments of $29.9 million in 2023 and $5.2 million in 2024.
Was: We have experienced increases in our FDIC insurance assessments due to the bank failures that occurred in 2023
- 77% rewritten
Our key assets include our brand and reputation and our business may be affected by how we are perceived by the public
Retained identical core disclosures regarding brand, reputation, and public perception across banking and wealth management operations.
- 64% rewritten
Changes and instability in economic conditions and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition
Added economic downturn to the list of potential macroeconomic pressures alongside recession and inflation.
- 51% rewritten
Certain provisions of our Articles of Incorporation and By-laws and Pennsylvania law may discourage takeovers
Minor clarifying wording change regarding shareholder votes on special meetings under Pennsylvania law.
- 48% rewritten
Changes in interest rates could reduce the value of our AFS securities holdings which would increase our accumulated other comprehensive loss and thereby negatively impact shareholders’ equity
Removed specific portfolio figures ($3.5 billion carrying value and $100 million sensitivity) and added a note on potential regulatory capital changes regarding AOCI.
- 30% rewritten
We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties
Removed references to the October 2023 final rule revising CRA regulations that was subject to a stay in federal court.
- 29% rewritten
The proportion of our deposit account balances that exceed FDIC insurance limits may expose FNBPA to enhanced liquidity risk in times of financial distress
- 28% rewritten
The fair lending laws prohibit discrimination in the provision of banking services on the basis of prohibited factors including, among others, race, color, national origin, gender, and religion. The enforcement of these laws has been an increasing focus for the CFPB and other regulators
All 33 risk factors
Headings as the filing states them, in filing order.
Other
- 01Our results of operations are significantly affected by the ability of our borrowers to repay their loans
- 02Our mortgage banking profitability could be significantly reduced if we are not able to originate and resell a high volume of mortgage loans
- 03Our financial condition and results of operations could be adversely affected if we must further increase our provision for credit losses or if our ACL is not sufficient to absorb actual losses
- 04Changes in interest rates could reduce the value of our AFS securities holdings which would increase our accumulated other comprehensive loss and thereby negatively impact shareholders’ equity48% rewritten
- 05Liquidity risk could impair our ability to fund operations and meet our obligations as they become due
- 06The proportion of our deposit account balances that exceed FDIC insurance limits may expose FNBPA to enhanced liquidity risk in times of financial distress29% rewritten
- 07We are dependent on dividends from our subsidiaries to meet our financial obligations and pay dividends to shareholders
- 08Regulatory authorities may restrict our ability to pay dividends on, and make repurchases of, our common stock
- 09We have outstanding securities senior to common stock which could limit our ability to pay dividends on our common stock
- 10Our growth may require us to raise additional capital in the future, but that capital may not be available when it is needed
- 11Our key assets include our brand and reputation and our business may be affected by how we are perceived by the public77% rewritten
- 12Our failure to continue to recruit and retain qualified banking professionals could adversely affect our ability to compete successfully and affect our profitability
- 13The financial soundness of other financial institutions may adversely affect FNB, FNBPA and other affiliates
- 14Changes and instability in economic conditions and financial markets, including a contraction of economic activity, could adversely impact our business, results of operations and financial condition64% rewritten
- 15Our business could be adversely affected by difficult economic conditions in the regions in which we operate86% rewritten
- 16Global trade policies, including changing tariffs and the imposition of new or increased tariffs and related uncertainty thereof, could have a material adverse effect on our business, results of operations or financial conditionNew
- 17Extensive use of models, AI and generative AI technologies presents operational, regulatory and reputational risksNew
- 18Our day-to-day operations rely heavily on the proper functioning of products, information systems and services provided by third-party vendors
- 19There may be risks resulting from the extensive use of models in our business
- 20Hurricanes, tornadoes, excessive rainfall, droughts or other adverse weather events, and public health emergencies could negatively affect the local economies in the markets of our footprint, or disrupt our operations in those markets, which could have an adverse effect on our business or results of operations
- 21We grow our business in part by acquiring other banks and financial services businesses from time to time. Acquisitions present a number of risks and uncertainties related both to the acquisition transactions themselves and to the integration of the acquired businesses with us after closing
- 22We could be adversely affected by changes in the law, especially changes in the regulation of the banking industry
- 23We are subject to supervision and examination by U.S. government authorities and may become subject to investigations, enforcement actions, fines, and other adverse effects100% rewritten
- 24Fiscal challenges facing the U.S. government could negatively impact financial markets which in turn could have an adverse effect on our financial position or results of operations
- 25Our financial condition and results of operations may be adversely affected by changes in accounting policies, standards and interpretations
- 26Certain provisions of our Articles of Incorporation and By-laws and Pennsylvania law may discourage takeovers51% rewritten
- 27We have experienced and may experience future increases in our FDIC insurance assessments due to the bank failures that affect the FDIC's insurance fund78% rewritten
- 28Adverse changes to our credit ratings could limit our access to funding and increase our borrowing costs
- 29We are subject to the CRA and fair lending laws, and failure to comply with these laws could lead to material penalties30% rewritten
- 30The fair lending laws prohibit discrimination in the provision of banking services on the basis of prohibited factors including, among others, race, color, national origin, gender, and religion. The enforcement of these laws has been an increasing focus for the CFPB and other regulators28% rewritten
- 31We are subject to legislative tax rate changes that could increase our effective tax rates. Depending on enactment dates, these law changes may be retroactive to previous periods which could negatively affect our current and future financial performance
- 32Significant changes to the size, structure, powers and operations of the federal government may cause economic disruptions that could adversely impact our business, results of operations and financial condition
- 33If we are not able to continue our historical levels of growth, we may not be able to maintain our historical revenue trends
Other FNB 10-Ks
- FY2024 10-K risk factors35 risks
FNB faces heightened risks from commercial and consumer loan performance, interest rate volatility impacting securities and margins, and increasing regulatory scrutiny over bank failures, overdraft programs, and fair lending.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.