FNB (FNB) Chief Legal Officer receives 8,911-share restricted stock grant

Rhea-AI Filing Summary

ORIE JAMES reported acquisition or exercise transactions in this Form 4 filing.

FNB CORP/PA/ Chief Legal Officer James Orie received an equity grant of 8,911 shares of common stock as a time-based restricted stock unit award on February 18, 2026 at $18.18 per share. These restricted units vest in three installments on March 18, 2027, January 18, 2028 and January 18, 2029. After this grant, his directly held common stock totaled 135,277.214 shares, and he also reported 65,107.094 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

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^*

ORIE JAMES

(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)	X	Other (specify below)
	Chief Legal Officer		Corporate Secretary

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		8,911(1)	A	$18.18	135,277.214	D
Common Stock								65,107.094	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:

	James G. Orie	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.
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 James Orie?

FNB reported that Chief Legal Officer James Orie received a grant of 8,911 time-based restricted stock units at $18.18 per share. The award is a non-cash equity grant, not an open-market stock purchase or sale.

How many FNB (FNB) shares does James Orie hold after this Form 4?

After the grant, James Orie reported 135,277.214 FNB common shares held directly. He also reported 65,107.094 additional shares held indirectly through a 401(k) plan, reflecting his total reported beneficial ownership positions.

What are the vesting dates for James Orie’s FNB restricted stock units?

The awarded FNB time-based restricted stock units vest in three tranches: on March 18, 2027, January 18, 2028 and January 18, 2029. Vesting must occur before the units fully convert into common shares.

Was the FNB (FNB) insider transaction a stock purchase or a grant?

The transaction was a grant of restricted stock units, coded as an acquisition under Form 4 rules. It represents an equity award to James Orie, not an open-market stock purchase at the reported $18.18 reference price.

What role does James Orie hold at FNB (FNB) in this Form 4?

James Orie is identified as FNB’s Chief Legal Officer and Corporate Secretary. The Form 4 details his equity compensation, including newly awarded restricted stock units and his updated direct and indirect ownership in company common stock.

How is the 401(k) plan ownership reported in FNB’s Form 4 for James Orie?

The filing lists 65,107.094 FNB common shares held indirectly through a 401(k) plan, marked as indirect ownership. This entry updates his beneficial ownership via the plan without specifying a distinct buy or sell transaction code.