FNB (FNB) CEO gets major stock award, with shares withheld for taxes

Rhea-AI Filing Summary

FNB CORP/PA/ Chairman, President & CEO Vincent J. Delie Jr. reported a stock-based compensation event. He received an award of 227,919 shares of Common Stock at $16.11 per share, earned for a 2023–2025 performance-based restricted stock unit award.

To cover tax obligations on vesting, 99,123 shares and 13,569 shares were withheld, tied to performance-based and time-based restricted stock unit awards. After these transactions, he directly held 2,109,582.291 shares, with an additional 97,067.614 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

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

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		227,919(1)	A	$16.11	2,222,274.291(2)	D
Common Stock	03/18/2026		F		99,123(3)	D	$16.11	2,123,151.291(2)	D
Common Stock	03/18/2026		F		13,569(4)	D	$16.11	2,109,582.291(2)	D
Common Stock								97,067.614	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:

	Vincent J. Delie Jr.	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).
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* Form 4: SEC 1474 (03-26)

FAQ

What did FNB (FNB) CEO Vincent J. Delie Jr. report in this Form 4?

Vincent J. Delie Jr. reported a grant of 227,919 FNB common shares as compensation for a 2023–2025 performance-based restricted stock unit award, along with related tax-withholding share dispositions tied to the vesting of performance-based and time-based restricted stock units.

How many FNB shares were granted to the CEO in the latest Form 4?

The CEO received a grant of 227,919 shares of FNB common stock at $16.11 per share. The award was earned under a 2023–2025 performance-based restricted stock unit program, reflecting stock-based compensation rather than an open-market purchase.

Why were FNB shares withheld in Vincent J. Delie Jr.’s Form 4 filing?

The filing shows 99,123 shares and 13,569 shares were withheld to satisfy Vincent J. Delie Jr.’s tax withholding obligations when performance-based and time-based restricted stock unit awards vested. These F-code entries reflect tax payments, not open-market sales of FNB shares.

What are Vincent J. Delie Jr.’s FNB share holdings after these transactions?

After the reported grant and tax-withholding entries, Vincent J. Delie Jr. directly held 2,109,582.291 FNB common shares. The filing also shows an indirect holding of 97,067.614 shares through a 401(k) plan, providing a snapshot of his total reported equity position.

Were the Form 4 transactions for FNB open-market buys or sells?

No. The Form 4 reports a grant of 227,919 shares as stock-based compensation and F-code entries where shares were withheld to cover tax obligations at vesting. These are compensation and tax events, not open-market buying or selling of FNB shares.

What period does the FNB performance-based stock award in this Form 4 cover?

The grant of 227,919 FNB shares relates to a performance-based restricted stock unit award for the 2023–2025 period. The footnote explains these shares were earned based on that multi-year performance cycle, then delivered and partially withheld for taxes.