FNB (FNB) controller reports 11,716-share award and tax withholding on Form 4

Rhea-AI Filing Summary

FNB Corporation Corporate Controller James L. Dutey reported equity compensation activity in company common stock. He acquired 11,716 shares of common stock on March 18, 2026 as a grant or award at a reference price of $16.11 per share, representing shares earned for the 2023-2025 performance-based restricted stock unit award.

To cover tax withholding obligations upon vesting of performance-based and time-based restricted stock unit awards, a total of 5,459 shares of common stock were withheld on the same date through two dispositions of 4,862 shares and 597 shares. After these transactions, he directly owned 58,389.772 shares of common stock, and the filing also shows 13,560.203 shares 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^*

Dutey James 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)
	Corporate Controller

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		11,716(1)	A	$16.11	63,848.772(2)	D
Common Stock	03/18/2026		F		4,862(3)	D	$16.11	58,986.772(2)	D
Common Stock	03/18/2026		F		597(4)	D	$16.11	58,389.772(2)	D
Common Stock								13,560.203	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. 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:

	James L. Dutey	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) Corporate Controller James L. Dutey report on this Form 4?

James L. Dutey reported equity compensation activity in FNB common stock. He received 11,716 shares as a performance-based restricted stock unit award and had shares withheld for taxes, resulting in updated direct and indirect ownership positions disclosed in the filing.

How many FNB shares did James L. Dutey acquire in the latest Form 4?

He acquired 11,716 shares of FNB common stock on March 18, 2026 as a grant or award. The filing notes these shares were earned for the 2023–2025 performance-based restricted stock unit award, reflecting compensation rather than an open-market purchase.

How many FNB shares were withheld for James L. Dutey’s tax obligations?

A total of 5,459 FNB common shares were withheld to satisfy tax withholding obligations. This consisted of two dispositions of 4,862 shares and 597 shares, both tied to the vesting of performance-based and time-based restricted stock unit awards rather than open-market sales.

What is James L. Dutey’s direct FNB share ownership after these transactions?

Following the reported transactions, James L. Dutey directly owned 58,389.772 shares of FNB common stock. This total reflects the grant of 11,716 shares and the withholding of 5,459 shares for taxes, as recorded in the non-derivative ownership table of the Form 4.

Does James L. Dutey hold additional FNB shares indirectly through a plan?

Yes. The Form 4 shows an indirect holding of 13,560.203 FNB common shares through a 401(k) plan. This entry is reported as indirect ownership, separate from his directly held shares, and reflects retirement-plan holdings rather than a new market transaction.

Were James L. Dutey’s FNB transactions open-market buys or sells?

No open-market trades were reported. The filing shows an acquisition via a stock grant and dispositions labeled as tax-withholding events. These are compensation and withholding mechanisms, not discretionary open-market purchases or sales of FNB common stock.