FNB (FNB) CFO awarded 20,628 time-based restricted stock units vesting to 2029

Rhea-AI Filing Summary

Calabrese Vincent J reported acquisition or exercise transactions in this Form 4 filing.

FNB Corporation Chief Financial Officer Vincent J. Calabrese reported an equity award of company stock. He received a grant of 20,628 shares of common stock at a reference price of $18.18 per share as a time-based restricted stock unit award.

The footnote explains that these restricted stock units will vest in three installments on March 18, 2027, January 18, 2028, and January 18, 2029. Following this grant, his directly held common stock position is 814,736.297 shares, and he also has 84,005.259 shares held indirectly through a 401(k) plan.

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^*

Calabrese Vincent J

(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 Financial 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		20,628(1)	A	$18.18	814,736.297	D
Common Stock								84,005.259	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:

	Vincent J. Calabrese, Jr.	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.
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 FNB (FNB) CFO Vincent J. Calabrese report on this Form 4?

Vincent J. Calabrese reported receiving an equity award of FNB common stock. The filing shows a grant of 20,628 time-based restricted stock units tied to a reference price of $18.18 per share, increasing his reported direct holdings in the company.

How many FNB (FNB) shares were granted to the CFO and at what price?

The CFO received 20,628 shares of FNB common stock as an equity award. The grant is recorded at a reference price of $18.18 per share, as disclosed in the Form 4 transaction details for the non-derivative common stock award.

How do the new restricted stock units for FNB (FNB) CFO vest over time?

The time-based restricted stock units vest in three stages over several years. According to the footnote, portions of the 20,628-unit award will vest on March 18, 2027, January 18, 2028, and January 18, 2029, subject to the award’s vesting conditions.

What are Vincent J. Calabrese’s FNB (FNB) direct share holdings after this award?

After the equity award, Vincent J. Calabrese directly holds 814,736.297 shares of FNB common stock. This figure reflects his direct ownership position immediately following the grant of 20,628 time-based restricted stock units reported in the filing.

Does the FNB (FNB) CFO hold any shares indirectly through benefit plans?

Yes. In addition to his direct holdings, the Form 4 reports 84,005.259 FNB common shares held indirectly. These are noted as being held “By 401K Plan,” indicating ownership through a retirement plan arrangement associated with the reporting person.

Is the FNB (FNB) CFO’s transaction a market purchase or an equity award?

The transaction is an equity award, not a market purchase. It is coded as a grant or award acquisition of non-derivative common stock, representing time-based restricted stock units rather than an open-market buy or sell transaction of existing shares.