Filed Pursuant to Rule 424(b)(7)
File No. 333-135333
PROSPECTUS SUPPLEMENT NO. 7
(To Prospectus dated June 26, 2006)
F.N.B. CORPORATION
233,394 Shares of Common Stock
The following information supplements information contained in our prospectus dated June 26,
2006, or the Prospectus, the Prospectus Supplement No. 2 through Prospectus Supplement No. 6,
relating to the resale by selling shareholders, including their respective transferors, donees,
pledgees or successors in interest, of our common stock issued or issuable upon exercise of
outstanding warrants or upon conversion of outstanding convertible debentures originally issued by
The Legacy Bank, or Legacy.
This Prospectus Supplement No. 7 should be read in conjunction with the Prospectus Supplement
No. 2 through Prospectus Supplement No. 6 and is qualified by reference to the Prospectus, except
to the extent that the information presented herein supersedes the information contained in the
Prospectus. This Prospectus Supplement No. 7 is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or supplements
thereto.
The shares of our common stock are quoted on the New York Stock Exchange under the symbol
FNB.
Investing in our common stock involves risks that are described in the Risk Factors section
of our annual report on Form 10-K and our quarterly reports on Form 10-Q that are incorporated by
reference in the Prospectus.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any
representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No. 7 is April 7, 2008.
SELLING SHAREHOLDERS
On May 26, 2006, we completed the merger of Legacy with and into our subsidiary, First
National Bank of Pennsylvania. We are registering shares that the selling shareholders may acquire
upon exercise of warrants or upon conversion of convertible debentures that we assumed in
connection with the Legacy merger in order to enable the selling shareholders to sell, from time to
time, shares of our common stock they acquire if they exercise their warrants or convert their
debentures.
The table below supplements the table of selling shareholders contained in the Selling
Shareholders sections of the Prospectus and the prior prospectus supplements. Where the name of a
selling shareholder identified in the table below also appears in a table in the Prospectus or a
prior prospectus supplement, the information set forth in the table below regarding that selling
shareholder supersedes the information set forth in the Prospectus and the prior prospectus
supplements.
Information regarding the selling stockholders may change from time to time and any modified
information will be set forth in supplements to this prospectus supplement if and when necessary.
Unless set forth below, to our knowledge, none of the selling shareholders has, or within the past
three years has had, any material relationship with us or any of our predecessors or affiliates.
The selling shareholder listed below may from time to time offer and sell any or all of the
selling shareholders securities under this Prospectus
Supplement No. 7. Because the selling
shareholder is not obligated to sell the shares of our common stock held by it, we cannot estimate
the number of shares of our common stock that the selling shareholder will beneficially own after
this offering. The selling shareholder listed below does not beneficially own more than 1% of the
outstanding shares of our common stock.
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Shares Beneficially |
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Number of Shares |
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Owned Prior |
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That May Be Sold Under |
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Name of Selling Shareholder |
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to This Offering |
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This Prospectus Supplement |
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Fisch & Co. |
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400 |
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400 |
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Additional selling shareholders may be identified by us at a later date by filing a
prospectus supplement to the Prospectus. Such other holders will not be permitted to sell shares
pursuant to the registration statement unless and until they are listed in a selling shareholders
table in a supplement to the Prospectus.
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