[Form 3] FNB CORP/PA/ Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Alfred D. Cho, appointed Chief Consumer Banking Officer, reported beneficial ownership of 33,867 shares of FNB (FNB CORP/PA) in an initial Form 3 filing. The shares were awarded at a weighted average price of $16.24 effective on his appointment date of 09/29/2025. The award is subject to a cliff vesting schedule where 100% vests on 09/29/2028, and the shares are held directly by Mr. Cho.

Positive

• 33,867 shares awarded to align executive interests with shareholders
• Cliff vesting to 09/29/2028 supports multi-year retention
• Direct ownership simplifies governance transparency

Negative

• None.

Insights

Corporate Governance Analyst

Initial equity grant aligns executive pay with shareholder value and includes a time-based retention feature.

The award of 33,867 common shares at $16.24 ties a material portion of compensation to equity performance and encourages multi-year retention through a 09/29/2028 cliff vesting schedule. Direct ownership simplifies disclosure and avoids indirect control complexities.

This structure depends on continued employment through the vest date and is sensitive to share price movements between 09/29/2025 and 09/29/2028; monitor any future sales, additional grants, or amendment to vesting which could affect dilution or alignment.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Cho Alfred D.

(Last) (First) (Middle)

626 WASHINGTON PLACE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2025

3. Issuer Name and Ticker or Trading Symbol
FNB CORP/PA/ [ FNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Consumer Banking Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	33,867(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Mr. Cho was awarded 33,867 shares at a weighted average price of $16.24 upon the effective date of his appointment to Chief Consumer Banking Officer on September 29, 2025. A cliff vesting (100% of the shares) will occur on September 29, 2028.

Remarks:

	Alfred D. Cho	10/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Alfred D. Cho report on Form 3 for FNB (FNB)?

He reported beneficial ownership of 33,867 common shares awarded at a weighted average price of $16.24 upon his appointment as Chief Consumer Banking Officer.

When do Mr. Cho's awarded shares vest?

The award has a cliff vesting schedule with 100% of the 33,867 shares vesting on 09/29/2028.

How are the shares owned according to the filing?

The filing indicates the 33,867 common shares are owned directly by Alfred D. Cho.

What triggered the Form 3 filing date?

The event requiring the statement was Mr. Cho's appointment effective on 09/29/2025; the Form 3 was signed on 10/08/2025.

Does the Form 3 disclose any derivative securities for Mr. Cho?

No. Table II for derivative securities lists no entries; only the non-derivative common stock award is reported.