What is Heidi A. Nicholas’s direct FNB (FNB) share ownership after the grant?

After the reported transaction, Heidi A. Nicholas directly holds 86,676.993 FNB common shares. This total incorporates the 5,027-share stock award and, according to the footnote, also includes shares acquired through the company’s dividend reinvestment plan and dividend equivalent units on restricted stock units.

Director Nicholas (NYSE: FNB) granted 5,027 FNB shares at $17.90

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Nicholas Heidi A reported acquisition or exercise transactions in this Form 4 filing.

FNB CORP/PA/ director Heidi A. Nicholas reported a stock award of common shares. On the reported date, she received a grant of 5,027 shares of FNB common stock at $17.90 per share as a compensation-related award, not an open-market purchase.

Following this grant, Nicholas directly holds 86,676.993 common shares. She also reports indirect ownership of 106,228.801 shares through the Nicholas Family Limited Partnership and 121,936 shares in a trustee capacity. A footnote explains that reported totals also reflect shares from the company’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since her last filing.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Nicholas Heidi A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,027	$17.90	$90K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 86,676.993 shares (Direct, null); Common Stock — 121,936 shares (Indirect, Trustee)

Footnotes (1)

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Key Figures

Stock grant: 5,027 shares Grant price: $17.90 per share Direct holdings after grant: 86,676.993 shares +3 more

6 metrics

Stock grant 5,027 shares Common stock award coded A on 2026-05-06

Grant price $17.90 per share Price for 5,027-share common stock award

Direct holdings after grant 86,676.993 shares Total FNB common stock directly owned following award

Indirect holdings – Nicholas Family Limited Partnership 106,228.801 shares FNB common stock held indirectly via partnership

Indirect holdings – Trustee 121,936 shares FNB common stock held indirectly in trustee capacity

Acquire transactions 1 transaction Single acquisition-type event in transaction summary

Key Terms

dividend reinvestment plan, dividend equivalent units, restricted stock units, indirect ownership, +1 more

5 terms

dividend reinvestment plan financial

"includes shares acquired under the Company's dividend reinvestment plan"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

dividend equivalent units financial

"and dividend equivalent units accrued on restricted stock units"

Dividend equivalent units are bookkeeping credits that mirror cash dividends paid on actual shares, granted to holders of stock-based awards such as restricted stock units or deferred compensation. They matter to investors because they increase a company’s reported employee compensation cost and can lead to issuance of more shares or cash payouts over time, similar to extra pay linked to ownership that affects shareholder dilution and corporate cash flow.

restricted stock units financial

"dividend equivalent units accrued on restricted stock units since the last filing"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

indirect ownership financial

"ownership_type": "indirect","ownership_code": "I""

Grant, award, or other acquisition financial

"transaction_code_description": "Grant, award, or other acquisition""

Form 4 Insider Transactions: What Each Field Means →

05/08/2026 - 01:23 PM

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^*

Nicholas Heidi A

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		A		5,027	A	$17.9	86,676.993⁽¹⁾	D
Common Stock								121,936	I	Trustee
Common Stock								106,228.801	I	Nicholas Family Limited Partnership

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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:

	Heidi Nicholas	05/08/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Heidi A. Nicholas report in the latest FNB (FNB) Form 4?

Heidi A. Nicholas reported a compensation-related stock award in FNB common shares. The filing shows a grant of 5,027 shares at $17.90 per share and updates her direct and indirect ownership positions, including partnership and trustee-held shares, as of the transaction date.

How many FNB (FNB) shares were granted to Heidi A. Nicholas?

Heidi A. Nicholas was granted 5,027 shares of FNB common stock. The award, reported with transaction code A, reflects a grant, award or other acquisition at a price of $17.90 per share, increasing her directly held common stock compared with her prior reported position.

What indirect FNB (FNB) holdings does Heidi A. Nicholas report?

Heidi A. Nicholas reports two categories of indirect FNB common stock holdings. She holds 106,228.801 shares through the Nicholas Family Limited Partnership and 121,936 shares as Trustee. Both positions are reported as indirect ownership, separate from her directly held 86,676.993 shares.

Does this FNB (FNB) Form 4 show open-market buying or selling by Heidi A. Nicholas?

The Form 4 does not show open-market buying or selling. The report includes a 5,027-share grant coded A, which represents a grant, award or other acquisition, plus two holding entries updating indirect positions. No transactions are marked as open-market purchases or sales.

What does the footnote about dividend reinvestment mean in the FNB (FNB) filing?

The footnote explains that the total shares reported in Column 5 also include shares acquired under FNB’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since her last filing. This clarifies that some share increases result from automatic dividend-related mechanisms.