FNB Corp (FNB) grants stock to Chief Credit Officer Guerrieri

Rhea-AI Filing Summary

FNB CORP/PA/ Chief Credit Officer Gary L. Guerrieri reported equity compensation activity in company stock. He received a grant of 39,093 shares of Common Stock at $16.11 per share, earned under a 2023–2025 performance-based restricted stock unit award. On the same date, a total of 11,572 shares were withheld at $16.11 per share to cover his tax obligations upon vesting of performance-based and time-based restricted stock unit awards. After these transactions, he directly holds 317,096.933 shares, and also has indirect holdings of 90,136.724 shares through a 401(k) plan and 932.733 shares as custodian for a child.

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^*

GUERRIERI GARY L

(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 Credit Officer

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		39,093(1)	A	$16.11	328,668.933(2)	D
Common Stock	03/18/2026		F		10,204(3)	D	$16.11	318,464.933(2)	D
Common Stock	03/18/2026		F		1,368(4)	D	$16.11	317,096.933(2)	D
Common Stock								90,136.724	I	By 401K Plan
Common Stock								932.733(2)	I	As custodian for child

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:

	Gary L. Guerrieri	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) Chief Credit Officer Gary Guerrieri report in this Form 4?

Gary L. Guerrieri reported a stock award and related tax withholding. He received 39,093 FNB Common Stock shares and had 11,572 shares withheld to cover taxes on vesting restricted stock unit awards, all dated March 18, 2026.

How many FNB (FNB) shares did Gary Guerrieri receive as an award?

He received 39,093 shares of FNB Common Stock valued at $16.11 per share. These shares were earned under a 2023–2025 performance-based restricted stock unit award, reflecting equity compensation rather than an open-market stock purchase.

Why were some of Gary Guerrieri’s FNB (FNB) shares disposed of in this filing?

Two dispositions totaling 11,572 shares were for tax withholding purposes. The company withheld these FNB shares at $16.11 per share to satisfy Gary Guerrieri’s tax obligations when his performance-based and time-based restricted stock unit awards vested.

How many FNB (FNB) shares does Gary Guerrieri hold after these transactions?

Following the reported transactions, Gary Guerrieri directly holds 317,096.933 FNB Common Stock shares. He also has indirect positions of 90,136.724 shares through a 401(k) plan and 932.733 shares held as custodian for a child.

Are Gary Guerrieri’s FNB (FNB) Form 4 transactions open-market buys or sales?

The filing reflects compensation-related grants and tax withholding, not open-market trading. He received 39,093 shares as a restricted stock unit award, while 11,572 shares were withheld by the company solely to pay associated tax liabilities on vesting.