FNB (NYSE: FNB) legal chief disposes 1,385 shares at $17.36

Rhea-AI Filing Summary

FNB Corporation insider James G. Orie, the Chief Legal Officer and Corporate Secretary, reported a disposition of 1,385 shares of common stock on 01/20/2026 at $17.36 per share. After this transaction, he held 126,366.214 shares of FNB common stock directly and 63,090.504 shares indirectly through a 401(k) plan.

The filing notes that the directly held total also includes shares acquired through the company’s dividend reinvestment plan and dividend-equivalent units credited on restricted stock units since his prior report.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

ORIE JAMES

(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)	X	Other (specify below)
	Chief Legal Officer		Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		1,385	D	$17.36	126,366.214(1)	D
Common Stock								63,090.504	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. 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.

Remarks:

	James G. Orie	01/22/2026
	** 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.

FAQ

What insider transaction did FNB (FNB) report for James G. Orie?

James G. Orie, FNB Corporation’s Chief Legal Officer and Corporate Secretary, reported a disposition of 1,385 shares of FNB common stock on 01/20/2026 at $17.36 per share.

How many FNB (FNB) shares does James G. Orie own after this Form 4?

Following the reported transaction, James G. Orie beneficially owned 126,366.214 shares directly and 63,090.504 shares indirectly through a 401(k) plan.

What does the footnote in James G. Orie’s FNB Form 4 explain?

The footnote explains that the directly held total in Column 5 also includes shares acquired under FNB’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since his last filing.

What is the role of James G. Orie at FNB (FNB)?

James G. Orie serves as Chief Legal Officer and Corporate Secretary of FNB Corporation, and he is an officer reporting under Section 16.

How are some of James G. Orie’s FNB shares held indirectly?

James G. Orie’s indirect ownership consists of 63,090.504 FNB common shares held by a 401(k) plan, as disclosed in the Form 4.