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.
 
2
  (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.
 
3