STOCK INCENTIVE PLANS

6 Months Ended

Jun. 30, 2025

Share-Based Payment Arrangement [Abstract]

Restricted Stock

We issue restricted stock unit awards to key employees under our Incentive Compensation Plan (Plan). We issue time-based awards and performance-based awards under this Plan, both of which are based on a three-year vesting period. The grant date fair value of the time-based awards is equal to the price of our common stock on the grant date. The fair value of the performance-based awards is based on a Monte-Carlo simulation valuation of our common stock as of the grant date. The assumptions used for this valuation include stock price volatility, risk-free interest rate and dividend yield. We granted 1,324,978 and 1,249,783 restricted stock units during the six months ended June 30, 2025 and 2024, respectively, including 313,842 and 331,182 performance-based restricted stock units during those same periods, respectively. We have shareholder approval under the Plan to issue up to 14,000,000 shares of common stock. As of June 30, 2025, we had 7,579,694 remaining shares available for awards under the Plan.

The unvested restricted stock unit awards are eligible to receive cash dividends or dividend equivalents which are ultimately used to purchase additional shares of stock and are subject to forfeiture if the requisite service period is not completed or the specified performance criteria are not met. These awards are subject to certain accelerated vesting provisions upon retirement, death, disability or in the event of a change in control as defined in the award agreements.

The following table summarizes the activity relating to restricted stock units during the periods indicated:

TABLE 12.1


	Six Months Ended June 30,
	2025			2024
	Units	Weighted Average Grant Price per Share		Units	Weighted Average Grant Price per Share
Unvested units outstanding at beginning of period	3,571,311	$	13.38	3,502,598	$	12.89
Granted	1,324,978	14.39		1,249,783	14.04

Net adjustment	288,675	—		341,857	—
Vested	(1,526,998)	13.51		(1,499,097)	12.76
Forfeited/expired/canceled	(122,515)	13.11		(27,777)	12.25

Unvested units outstanding at end of period	3,535,451	13.81		3,567,364	13.36

The following table provides certain information related to restricted stock units:

TABLE 12.2


	Six Months Ended June 30,
(in millions)	2025		2024
Stock-based compensation expense	$	13	$	12
Tax benefit related to stock-based compensation expense	3		3
Fair value of units vested	21		19

As of June 30, 2025, there was $15.4 million of unrecognized compensation cost related to unvested restricted stock units.

The components of the restricted stock units as of June 30, 2025 are as follows:

TABLE 12.3


(dollars in millions)	Service- Based Units		Performance- Based Units		Total
Unvested restricted stock units	2,579,301		956,150		3,535,451
Unrecognized compensation expense	$	15	$	—	$	15
Intrinsic value	$	38	$	14	$	52
Weighted average remaining life (in years)	2.01		2.34		2.10

FNB CORP/PA/ 10-Q