Is James D. Chiafullo’s FNB (FNB) share change a purchase or an award?

The change reflects an award, not an open-market purchase. The Form 4 lists the transaction under code A as a grant, award, or other acquisition, indicating compensation-related stock rather than a discretionary buy in the market.

FNB (FNB) director James D. Chiafullo granted 5,027 company shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

FNB CORP/PA/ director James D. Chiafullo reported an acquisition of company stock as compensation. He received a grant of 5,027 shares of Common Stock at $17.90 per share, classified as a grant or award acquisition, bringing his direct holdings to 153,741.927 shares. He also reports 600 shares held indirectly as custodian for his grandsons. The total reported direct holdings include shares acquired through the company’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since his last filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CHIAFULLO JAMES D

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,027	$17.90	$90K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 153,741.927 shares (Direct, null); Common Stock — 600 shares (Indirect, Custodian for Grandsons)

Footnotes (1)

[object Object]

Key Figures

Shares granted: 5,027 shares Grant price: $17.90 per share Direct holdings after grant: 153,741.927 shares +1 more

4 metrics

Shares granted 5,027 shares Grant, award, or other acquisition of Common Stock

Grant price $17.90 per share Price per share for the 5,027-share award

Direct holdings after grant 153,741.927 shares Total Common Stock directly owned following the transaction

Indirect custodial holdings 600 shares Shares held as custodian for grandsons

Key Terms

dividend reinvestment plan, dividend equivalent units, restricted stock units, grant, award, or other acquisition

4 terms

dividend reinvestment plan financial

"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 Insider Transactions: What Each Field Means →

05/08/2026 - 01:19 PM

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^*

CHIAFULLO JAMES D

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/06/2026		A		5,027	A	$17.9	153,741.927⁽¹⁾	D
Common Stock								600	I	Custodian for Grandsons

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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:

	James D Chiafullo	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did FNB (FNB) director James D. Chiafullo report?

James D. Chiafullo reported receiving a grant of 5,027 shares of FNB Common Stock as a compensation-related acquisition. The shares were awarded at $17.90 per share and increased his directly held position to 153,741.927 shares, according to the latest Form 4 filing.

How many FNB (FNB) shares does James D. Chiafullo own after this Form 4?

After the reported grant, James D. Chiafullo directly holds 153,741.927 shares of FNB Common Stock. In addition, he reports 600 shares held indirectly as custodian for his grandsons, giving investors a view of both his direct and small indirect ownership positions.

What was the price of the FNB (FNB) shares granted to James D. Chiafullo?

The 5,027 FNB Common Stock shares granted to James D. Chiafullo were valued at $17.90 per share. This transaction is categorized as a grant or award acquisition, reflecting compensation rather than an open-market purchase of shares.

What does the dividend reinvestment plan note mean in FNB (FNB) director’s Form 4?

The filing notes that Chiafullo’s total reported direct holdings also include shares acquired under FNB’s dividend reinvestment plan and dividend equivalent units on restricted stock units. This means some shares accumulated automatically from reinvested dividends and accrued units since his last filing.

How many FNB (FNB) shares does James D. Chiafullo hold indirectly?

James D. Chiafullo reports 600 FNB Common Stock shares held indirectly as custodian for his grandsons. These indirect holdings are separate from his 153,741.927 directly owned shares and are identified in the Form 4 under indirect ownership with that custodial description.