FNB (FNB) CEO receives 83,499-share restricted stock grant vesting through 2029

Rhea-AI Filing Summary

FNB CORP/PA/ Chairman, President & CEO Vincent J. Delie Jr. received an equity award of 83,499 shares of Common Stock as a grant or other acquisition at $18.18 per share. Following this award, his directly held Common Stock position increased to 1,979,527.904 shares.

The award consists of time-based restricted stock units that will vest in three installments on March 18, 2027, January 18, 2028, and January 18, 2029. In addition to his direct holdings, he also has 93,780.586 shares of Common Stock held indirectly 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

OMB APPROVAL

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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^*

DELIE VINCENT J JR

(Last) (First) (Middle)

626 WASHINGTON PLACE

(Street)

PITTSBURGH PA 15219

(City) (State) (Zip)

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
X	Officer (give title below)		Other (specify below)
	Chairman, President, & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/18/2026		A		83,499(1)	A	$18.18	1,979,527.904	D
Common Stock								93,780.586	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. Awarded Time-Based Restricted Stock Units. Vesting of the Restricted Share Units will take place on three different dates. A portion of the Restricted Share Units will vest on March 18 ,2027, January 18, 2028 and January18, 2029.

Remarks:

	Vincent J. Delie Jr.	02/20/2026
	** 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.
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FAQ

What insider transaction did FNB (FNB) report for Vincent J. Delie Jr.?

FNB reported that Chairman, President & CEO Vincent J. Delie Jr. received an equity award of 83,499 shares of Common Stock. The transaction is classified as a grant or other acquisition, not an open-market purchase, and increases his directly held share position.

How many FNB (FNB) shares were granted to the CEO and at what price?

Vincent J. Delie Jr. was granted 83,499 shares of FNB Common Stock at a reference price of $18.18 per share. This award is reported as a grant or other acquisition rather than a traditional buy transaction in the open market.

What is the vesting schedule for the FNB (FNB) restricted stock units granted to the CEO?

The time-based restricted stock units granted to the CEO vest in three tranches. Vesting occurs on March 18, 2027, January 18, 2028, and January 18, 2029, spreading the award over several years and tying full ownership to continued service over that period.

How many FNB (FNB) shares does the CEO own directly after this award?

After the 83,499-share award, Vincent J. Delie Jr. directly holds 1,979,527.904 shares of FNB Common Stock. This figure reflects his direct ownership following the reported grant and helps investors gauge the scale of his personal equity stake in the company.

Does the FNB (FNB) CEO hold any shares indirectly through benefit plans?

Yes. In addition to his direct holdings, Vincent J. Delie Jr. has 93,780.586 shares of FNB Common Stock held indirectly through a 401(k) plan. This indirect position is reported separately, indicating retirement-plan ownership distinct from his directly held shares.

Was the FNB (FNB) CEO’s Form 4 transaction an open-market stock purchase?

No. The Form 4 describes the transaction as a grant, award, or other acquisition of 83,499 shares, not an open-market purchase. The award consists of time-based restricted stock units that vest over three future dates rather than being bought on the open market.