FNB (NYSE: FNB) executive gets stock award; shares withheld for taxes

Rhea-AI Filing Summary

FNB CORP/PA/ Chief Wholesale Banking Officer David Bryant Mitchell received 30,280 shares of Common Stock as a grant tied to a 2023–2025 performance-based restricted stock unit award at $16.11 per share.

To cover related tax obligations, 13,170 shares from this performance-based award and 1,517 shares from a time-based restricted stock unit award were withheld and disposed of, also at $16.11 per share. After these compensation-related and tax-withholding entries, Mitchell directly holds 148,192.718 Common Stock shares and indirectly holds 13,634.099 shares 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

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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^*

David Bryant Mitchell

(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)		Other (specify below)
	Chief Wholesale Banking Office

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		30,280(1)	A	$16.11	162,879.718(2)	D
Common Stock	03/18/2026		F		13,170(3)	D	$16.11	149,709.718(2)	D
Common Stock	03/18/2026		F		1,517(4)	D	$16.11	148,192.718(2)	D
Common Stock								13,634.099	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:

	David B. Mitchell II	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 did FNB (FNB) executive David Bryant Mitchell report in this Form 4?

David Bryant Mitchell reported a grant of 30,280 FNB Common Stock shares from a 2023–2025 performance-based restricted stock unit award, along with share withholdings to satisfy tax obligations upon vesting of both performance-based and time-based restricted stock unit awards.

Was the FNB (FNB) Form 4 transaction an open-market buy or sell?

The Form 4 shows no open-market buy or sell. It reflects a stock award grant and share dispositions solely to satisfy tax withholding obligations upon vesting of restricted stock unit awards, rather than discretionary purchases or sales in the open market.

How many FNB (FNB) shares were granted to David Bryant Mitchell?

Mitchell received a grant of 30,280 FNB Common Stock shares, earned for the 2023–2025 performance-based restricted stock unit award. This award reflects compensation tied to performance over that period, not an open-market purchase of shares by the executive.

How many FNB (FNB) shares were withheld to cover taxes in this filing?

A total of 13,170 FNB shares from a performance-based award and 1,517 shares from a time-based restricted stock unit award were withheld to satisfy Mitchell’s tax obligations that arose when those restricted stock unit awards vested.

What are David Bryant Mitchell’s FNB (FNB) holdings after these transactions?

After the reported grant and tax withholdings, Mitchell directly holds 148,192.718 FNB Common Stock shares. He also has indirect ownership of 13,634.099 shares through a 401(k) plan, reflecting retirement-plan holdings associated with his employment.

Does this FNB (FNB) Form 4 indicate remaining derivative or option positions?

The available data show no remaining derivative positions in this filing, as the derivative summary is empty. The reported activity centers on vested restricted stock unit awards, associated tax-withholding dispositions, and updated direct and indirect common share holdings.