Executive at FNB (NYSE: FNB) receives 11,860-share stock award

Rhea-AI Filing Summary

FNB CORP/PA/ Chief Credit Officer Gary L. Guerrieri reported an equity award of company stock. He acquired 11,860 shares of common stock as a grant or award at a price of $18.18 per share, increasing his directly held stake to 289,337.933 shares.

The award is in the form of time-based restricted stock units that vest over time. According to the disclosure, portions of these restricted stock units will vest on March 18, 2027, January 18, 2028, and January 18, 2029, aligning the executive’s compensation with longer-term company performance.

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^*

GUERRIERI GARY L

(Last) (First) (Middle)

626 WASHINGTON PLACE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

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 Credit Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. 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 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	02/18/2026		A		11,860(1)	A	$18.18	289,337.933	D
Common Stock								925.813	I	As custodian for child
Common Stock								90,137.068	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. Awarded Time-Based Restricted Stock Units. Vesting of the Restricted Share Units will take place on three different dates. A portion of the Restricted Share Units will vest on March 18 ,2027, January 18, 2028 and January18, 2029

Remarks:

	Gary L. Guerrieri	02/20/2026
	** 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.
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FAQ

What did FNB (FNB) executive Gary L. Guerrieri report in this Form 4?

Gary L. Guerrieri, Chief Credit Officer of FNB, reported receiving 11,860 shares of common stock as a grant at $18.18 per share. This equity award increased his directly held position to 289,337.933 shares, reflecting part of his stock-based compensation package.

Is the FNB (FNB) Form 4 transaction a stock purchase or an award?

The Form 4 shows an equity award, not an open-market stock purchase. Guerrieri acquired 11,860 FNB common shares through a grant categorized as a grant, award, or other acquisition, consistent with time-based restricted stock unit compensation rather than a discretionary share purchase.

How do the restricted stock units reported by FNB’s Chief Credit Officer vest?

The award consists of time-based restricted stock units that vest in three stages. Portions of the units will vest on March 18, 2027, January 18, 2028, and January 18, 2029, tying the executive’s compensation to multi-year service and performance with FNB.

How many FNB (FNB) shares does Gary L. Guerrieri hold after this Form 4 award?

After the reported grant, Guerrieri directly holds 289,337.933 shares of FNB common stock. The filing also lists additional indirect holdings through custodial and 401(k) plan accounts, but the 289,337.933 shares represent his directly owned position following the award.

What indirect holdings are disclosed for FNB (FNB) executive Gary L. Guerrieri?

The Form 4 notes indirect ownership of 925.813 FNB common shares as custodian for a child and 90,137.068 shares through a 401(k) plan. These are separate from his 289,337.933 directly held shares and reflect beneficial interests via custodial and retirement plan accounts.