Director Frank Mencini adds stock via award at FNB (NYSE: FNB)

Rhea-AI Filing Summary

FNB CORP/PA/ director Frank C. Mencini received a grant of 5,027 shares of FNB common stock at $17.90 per share on May 6, 2026. The award is a compensation-related acquisition, not an open-market purchase.

On the same date, 200 shares were disposed of to cover tax obligations associated with the equity compensation. After these transactions, Mencini directly owned 103,796.723 shares of FNB common stock. This holding total also includes shares acquired through the company’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since his prior filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mencini Frank C

Role null

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	200	$17.90	$4K
Grant/Award	Common Stock	5,027	$17.90	$90K

Holdings After Transaction: Common Stock — 103,796.723 shares (Direct, null)

Footnotes (1)

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Key Figures

Stock grant: 5,027 shares Grant price: $17.90 per share Tax withholding shares: 200 shares +2 more

5 metrics

Stock grant 5,027 shares Common stock award on May 6, 2026

Grant price $17.90 per share Recorded price for grant and tax withholding entries

Tax withholding shares 200 shares Shares delivered to satisfy tax obligations

Shares owned after transactions 103,796.723 shares Direct FNB common stock holdings post-award

Tax withholding total in summary 200 shares TaxWithholdingShares in transaction summary

Key Terms

dividend reinvestment plan, dividend equivalent units, restricted stock units, tax-withholding disposition

4 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 Insider Transactions: What Each Field Means →

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^*

Mencini Frank C

(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		F		200	D	$17.9	103,796.723(1)	D
Common Stock	05/06/2026		A		5,027	A	$17.9	108,823.723(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:

	Frank C Mencini	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)

FAQ

What did Frank C. Mencini report in his latest Form 4 for FNB?

Frank C. Mencini reported a grant of 5,027 FNB common shares as equity compensation. On the same day, 200 shares were withheld to cover tax obligations, leaving him with 103,796.723 directly owned shares after the transactions.

Was the FNB Form 4 transaction for Frank C. Mencini an open-market trade?

No, the Form 4 shows a compensation-related stock award to Frank C. Mencini, not an open-market trade. The 5,027-share acquisition was a grant, with 200 shares disposed of solely to satisfy tax obligations on the equity compensation.

How many FNB shares does Frank C. Mencini hold after this Form 4 filing?

After the reported grant and related tax withholding, Frank C. Mencini directly owns 103,796.723 FNB common shares. This total also reflects additional shares from the dividend reinvestment plan and dividend equivalent units on restricted stock units since his prior filing.

What is the significance of the 200-share disposition in FNB director Mencini’s Form 4?

The 200-share disposition reflects tax withholding on the equity grant, not an open-market sale. Shares were delivered to cover tax obligations tied to the 5,027-share compensation award, a common mechanism in stock-based compensation plans.

At what price was Frank C. Mencini’s FNB stock award recorded in the Form 4?

The reported stock award to Frank C. Mencini was recorded at $17.90 per share. Both the 5,027-share grant and the 200-share tax-withholding disposition reference this $17.90 price for the FNB common stock transaction entries.

How do dividend reinvestment and dividend equivalent units affect Mencini’s FNB holdings?

Mencini’s reported total holdings include shares from FNB’s dividend reininvestment plan and dividend equivalent units on restricted stock units. These mechanisms automatically add shares over time, increasing his direct ownership beyond only the core equity grants.