FNB director awarded 4,748 common shares

Dively Mary Jo reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dively Mary Jo reported acquisition or exercise transactions in this Form 4 filing.

FNB Corp director Mary Jo Dively received a grant of 4,748 shares of common stock at $17.90 per share, increasing her direct holdings to 91,206.176 shares. The transaction is classified as a grant or award, not an open-market purchase. A footnote explains that the total share figure also reflects shares accumulated through the company’s dividend reinvestment plan and dividend equivalent units on restricted stock units since her prior filing.

Insider Trade Summary

Grant/Award: 4,748 shares

Grant/Award 1 txn

Insider Dively Mary Jo

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,748	$17.90	$85K

Holdings After Transaction: Common Stock — 91,206.176 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Stock grant size: 4,748 shares Grant reference price: $17.90 per share Post-transaction holdings: 91,206.176 shares

3 metrics

Stock grant size 4,748 shares Common stock award to director Mary Jo Dively

Grant reference price $17.90 per share Value used for the 4,748-share award

Post-transaction holdings 91,206.176 shares Total common shares directly held after the grant

Key Terms

dividend reinvestment plan, dividend equivalent units, restricted stock units, Grant, award, or other acquisition, +1 more

5 terms

dividend reinvestment plan financial

"also 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.

Grant, award, or other acquisition financial

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did FNB (FNB) director Mary Jo Dively report?

Director Mary Jo Dively reported receiving 4,748 shares of FNB common stock as a grant or award. The shares were valued at $17.90 each and classified as an acquisition, not an open-market purchase, under a Form 4 insider transaction report filed for this event.

How many FNB (FNB) shares does Mary Jo Dively hold after this Form 4 transaction?

After the reported grant, Mary Jo Dively directly holds 91,206.176 shares of FNB common stock. This total includes the new 4,748-share award and also reflects shares accumulated through the company’s dividend reinvestment plan and dividend equivalent units since her previous filing.

Was the FNB (FNB) insider transaction an open-market buy or a compensation grant?

The transaction was a compensation-related grant, not an open-market buy. It is coded as “A” for grant, award, or other acquisition, with 4,748 FNB common shares received at $17.90 per share as part of director compensation rather than a voluntary market purchase.

What does the $17.90 price represent in Mary Jo Dively’s FNB Form 4 filing?

The $17.90 figure represents the price per share used for the 4,748-share common stock grant to Mary Jo Dively. This value reflects the reference price assigned to the award for reporting purposes, rather than a price paid in an open-market transaction by the director.

What does the footnote in the FNB (FNB) Form 4 filing explain about Dively’s holdings?

The footnote explains that the 91,206.176 total shares reported after the transaction also include shares acquired under FNB’s dividend reinvestment plan and dividend equivalent units on restricted stock units. These accruals have accumulated since Mary Jo Dively’s last insider filing.

Does the FNB (FNB) Form 4 show any stock sales by Mary Jo Dively?

The Form 4 does not show any stock sales by Mary Jo Dively. It reports only a single acquisition transaction coded as a grant or award, covering 4,748 FNB common shares, and updates her direct ownership total to 91,206.176 shares following this award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 01:20 PM EDT Learn about SEC filing dates

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^*

Dively Mary Jo

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2026		A		4,748	A	$17.9	91,206.176(1)	D

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:

	Mary Jo Dively	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)