FNB (FNB) CFO uses 3,710 shares at $17.36 to cover taxes

Rhea-AI Filing Summary

FNB Corporation’s Chief Financial Officer, Vincent J. Calabrese Jr., reported a tax-related stock transaction. On 01/20/2026, 3,710 shares of FNB common stock were disposed of at a price of $17.36 per share under transaction code F, which typically reflects shares withheld to cover taxes on equity awards.

After this transaction, he beneficially owned 794,108.297 shares of common stock directly and 81,402.534 shares indirectly through a 401(k) plan. The reported direct total also includes shares acquired through the company’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since his last filing.

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^*

Calabrese Vincent J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2026

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	01/20/2026		F		3,710	D	$17.36	794,108.297(1)	D
Common Stock								81,402.534	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. 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:

	Vincent J. Calabrese, Jr.	01/22/2026
	** 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.

FAQ

What insider transaction did FNB (FNB) report for its CFO on January 20, 2026?

On 01/20/2026, FNB’s Chief Financial Officer, Vincent J. Calabrese Jr., reported a transaction in which 3,710 shares of FNB common stock were disposed of at $17.36 per share under transaction code F, which generally indicates shares withheld to satisfy tax obligations on equity compensation.

How many FNB (FNB) shares does the CFO hold after the reported Form 4 transaction?

Following the 01/20/2026 transaction, the CFO beneficially owned 794,108.297 shares of FNB common stock directly and an additional 81,402.534 shares indirectly through a 401(k) plan.

What does transaction code F mean in the FNB (FNB) CFO’s Form 4 filing?

In this Form 4, code F for the 3,710-share transaction in FNB common stock indicates shares were disposed of to pay tax obligations related to equity awards, rather than an open-market sale.

Are dividend reinvestments included in the FNB (FNB) CFO’s reported share totals?

Yes. A footnote explains that the total direct holdings in Column 5 also include shares acquired under FNB’s dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since the CFO’s last filing.

How are the FNB (FNB) CFO’s indirect holdings structured in this Form 4?

The filing reports 81,402.534 shares of FNB common stock held indirectly by the CFO through a 401(k) plan, in addition to his directly held shares.

Does the FNB (FNB) Form 4 indicate multiple reporting persons for this insider transaction?

No. The Form 4 is indicated as filed by one reporting person, Chief Financial Officer Vincent J. Calabrese Jr., with no additional joint reporting persons listed.