F.N.B. (FNB) S-3ASR Automatic shelf registration

0000037808FNB CORP/PA/S-3ASREX-FILING FEES 0000037808 2024-08-30 2024-08-30 0000037808 7 2024-08-30 2024-08-30 0000037808 8 2024-08-30 2024-08-30 0000037808 9 2024-08-30 2024-08-30 0000037808 1 2024-08-30 2024-08-30 0000037808 2 2024-08-30 2024-08-30 0000037808 3 2024-08-30 2024-08-30 0000037808 4 2024-08-30 2024-08-30 0000037808 5 2024-08-30 2024-08-30 0000037808 6 2024-08-30 2024-08-30 iso4217:USD xbrli:pure xbrli:shares

Exhibit 107

Calculation of Filing Fee Tables

Form

S-3

(Form Type)

F.N.B. Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Equity

Common stock, $0.01 par value(1)

457(r)

0.0001476

Fees to Be Paid

Equity

Preferred stock, $0.01 par value(2)

457(r)

0.0001476

Fees to Be Paid

Debt

Debt securities(3)

457(r)

0.0001476

Fees to Be Paid

Equity

Depositary shares(4)(8)

457(r)

0.0001476

Fees to Be Paid

Other

Warrants(5)(9)

457(r)

0.0001476

Fees to Be Paid

Other

Purchase Contracts(6)

457(r)

0.0001476

Fees to Be Paid

Other

Units(7)(10)

457(r)

0.0001476

Fees to Be Paid

Equity

Common stock, $0.01 par value(11)

457(c)

947

$14.75

$13,968.25

0.0001476

$2.07

Fees to Be Paid

Equity

Common stock, $0.01 par value(12)

457(c)

46,508

$14.75

$685,993

0.0001476

$101.25

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$699,961.25

$103.32

Total Fees Previously Paid

$0.00

Total Fee Offsets

$0.00

Net Fee Due

$103.32

1

Offering Note

(1) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(2) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(3) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(4) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(5) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(6) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(7) Omitted pursuant to Form S-3 General Instruction II.E. An unspecified aggregate offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in units or represented by depositary shares. In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, the registrant is deferring payment of all of the registration fee.

(8) Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share or multiple shares of preferred stock and will be evidenced by a depositary receipt.

(9) Includes warrants to purchase common stock, warrants to purchase preferred stock, warrants to purchase depositary shares and warrants to purchase debt securities.

(10) Any securities registered hereunder may be sold as units with other securities registered hereunder. Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which may or may not be separable from one another.

(11) Represents 947 shares of common stock that are issuable upon exercise or settlement of outstanding stock options under the Metro Bancorp, Inc. Amended and Restated 2006 Employee Stock Option and Restricted Stock Plan (the “Employee Plan”), remaining unsold under F.N.B. Corporation’s registration statement on Form S-3 (File No. 333-256128) filed on May 14, 2021. These unsold shares were originally registered on F.N.B. Corporation’s registration statement on Form S-4 (File No. 333-207334) initially filed on October 8, 2015, under which all filing fees were paid. Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the Employee Plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Price has been calculated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices for the common shares as reported by the New York Stock Exchange on August 26, 2024.

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(12) Represents 46,508 shares of common stock that are issuable upon exercise or settlement of outstanding stock options under the Metro Bancorp, Inc. Amended and Restated 2011 Directors Stock Option and Restricted Stock Plan (the “Director Plan”), remaining unsold under F.N.B. Corporation’s registration statement on Form S-3 (File No. 333-256128) filed on May 14, 2021. These unsold shares were originally registered on F.N.B. Corporation’s registration statement on Form S-4 (File No. 333-207334) initially filed on October 8, 2015, under which all filing fees were paid. Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also be deemed to cover any additional securities to be offered or issued in connection with the provisions of the Employee Plan, which provides for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. Price has been calculated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices for the common shares as reported by the New York Stock Exchange on August 26, 2024.

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