FNB Corp (NYSE: FNB) CLO receives stock grant and withholds shares for taxes

Rhea-AI Filing Summary

FNB Corp’s Chief Legal Officer, James Orie, reported equity compensation activity involving common stock. He received a grant or award of 23,615 shares at $16.11 per share, earned from a 2023–2025 performance-based restricted stock unit award.

To cover tax obligations on vesting of performance-based and time-based restricted stock units, 10,271 shares and 1,431 shares were withheld, respectively. After these routine compensation and tax-withholding entries, he holds 148,208.342 shares directly and 65,106.56 shares 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^*

ORIE JAMES

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

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		23,615(1)	A	$16.11	159,910.342(2)	D
Common Stock	03/18/2026		F		10,271(3)	D	$16.11	149,639.342(2)	D
Common Stock	03/18/2026		F		1,431(4)	D	$16.11	148,208.342(2)	D
Common Stock								65,106.56	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:

	James G. Orie	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) report for James Orie on this Form 4?

The filing shows equity compensation activity for Chief Legal Officer James Orie. He received 23,615 common shares as an award, and 11,702 shares were withheld to cover tax obligations tied to vesting restricted stock units.

Was the FNB (FNB) Form 4 a stock purchase or sale by James Orie?

The Form 4 reflects compensation and tax withholding, not open-market trades. Shares were granted as part of performance-based awards, and some were withheld to satisfy tax liabilities rather than sold in the market.

How many FNB (FNB) shares does James Orie hold after these transactions?

After the reported activity, James Orie holds 148,208.342 shares directly. He also has an additional 65,106.56 shares indirectly through a 401(k) plan, as disclosed in the holding entry on the Form 4.

What is the nature of the 23,615-share award reported for FNB (FNB) executive James Orie?

The 23,615-share entry represents shares earned from a 2023–2025 performance-based restricted stock unit award. This reflects long-term incentive compensation that vested based on performance criteria over that multi-year period.

Why were 11,702 FNB (FNB) shares withheld in James Orie’s Form 4?

Two entries totaling 11,702 shares were withheld to satisfy James Orie’s tax withholding obligations. These relate to the vesting of performance-based and time-based restricted stock unit awards, rather than discretionary sales of stock.

Does the FNB (FNB) Form 4 indicate any derivative exercises by James Orie?

No derivative exercises are shown; the derivative summary is empty. The activity involves common stock from restricted stock unit awards and associated tax-withholding dispositions, not option or other derivative conversions.