FNB (NYSE: FNB) CFO logs RSU share grant and tax-withholding disposals

Rhea-AI Filing Summary

FNB CORP/PA/ Chief Financial Officer Vincent J. Calabrese reported routine equity compensation activity involving FNB common stock. He acquired 63,833 shares on March 18, 2026 as shares earned for a 2023–2025 performance-based restricted stock unit award at a reference price of $16.11 per share.

On the same date, 27,762 shares and 3,193 shares of common stock were withheld to satisfy his tax withholding obligations upon the vesting of performance-based and time-based restricted stock unit awards. Following these transactions, he directly owns 853,502.138 shares of common stock, and also holds 84,004.791 shares indirectly through a 401(k) plan. The filing notes that his total reported holdings also include shares acquired through the company’s dividend reinvestment plan and dividend-equivalent units on restricted stock units since his last filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Calabrese Vincent J

(Last) (First) (Middle)

626 WASHINGTON PLACE

(Street)

PITTSBURGH PENNSYLVANIA 15219

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/18/2026		A		63,833(1)	A	$16.11	884,457.138(2)	D
Common Stock	03/18/2026		F		27,762(3)	D	$16.11	856,695.138(2)	D
Common Stock	03/18/2026		F		3,193(4)	D	$16.11	853,502.138(2)	D
Common Stock								84,004.791	I	By 401K Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares earned for the 2023-2025 performance-based restricted stock unit award.

2. The total reported in Column 5 also includes shares acquired under the Company's dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since the last filing by the reporting person.

3. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a performance-based restricted stock unit award.

4. Shares withheld to satisfy reporting person's tax withholding obligation upon the vesting of a time-based restricted stock unit award.

Remarks:

	Vincent J. Calabrese, Jr.	03/19/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did FNB (FNB) CFO Vincent Calabrese report?

FNB Chief Financial Officer Vincent J. Calabrese reported equity compensation activity. He acquired 63,833 FNB common shares from a 2023–2025 performance-based restricted stock unit award, with additional shares withheld to cover tax obligations linked to vested performance-based and time-based restricted stock units.

How many FNB (FNB) shares did the CFO receive in the latest Form 4?

The CFO received 63,833 FNB common shares tied to a 2023–2025 performance-based restricted stock unit award. These shares reflect earned performance units and are part of his ongoing equity compensation rather than an open-market purchase of stock.

Why were some FNB (FNB) shares disposed of in Vincent Calabrese’s Form 4?

Two disposals totaling 27,762 and 3,193 FNB shares were reported solely to cover tax withholding obligations. These F-code transactions relate to the vesting of performance-based and time-based restricted stock unit awards and are not open-market sales initiated for portfolio reasons.

What are Vincent Calabrese’s FNB (FNB) share holdings after these transactions?

After the reported transactions, Vincent Calabrese directly holds 853,502.138 FNB common shares. He also has 84,004.791 FNB shares held indirectly through a 401(k) plan, reflecting both long-term ownership and retirement-plan exposure to the company’s stock.

Are the FNB (FNB) CFO’s reported share disposals open-market sales?

The reported disposals are not open-market sales. They are F-code tax-withholding transactions, where shares are withheld to satisfy income tax obligations triggered by vesting of performance-based and time-based restricted stock unit awards granted as part of compensation.

Do the FNB (FNB) CFO’s holdings include dividend reinvestment plan shares?

Yes. The filing notes that the total shares reported in the post-transaction holdings also include shares accumulated under FNB’s dividend reinvestment plan and dividend-equivalent units earned on restricted stock units since the CFO’s previous ownership report.