FNB (NYSE: FNB) executive receives 9,030-share time-based stock award

Rhea-AI Filing Summary

FNB CORP/PA/ executive David Bryant Mitchell received an equity award rather than buying shares on the market. He acquired 9,030 shares of Common Stock on February 18, 2026 at $18.18 per share as a grant or award, bringing his directly held total to 132,416.718 shares.

The footnote explains this reflects time-based restricted stock units that vest in stages. Portions of the award will vest on March 18, 2027, January 18, 2028, and January 18, 2029. He also indirectly holds 13,634.327 shares 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^*

David Bryant Mitchell

(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 Wholesale Banking Office

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		9,030(1)	A	$18.18	132,416.718	D
Common Stock								13,634.327	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:

	David B. Mitchell II	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 David Bryant Mitchell report for FNB on this Form 4?

David Bryant Mitchell reported receiving 9,030 shares of FNB Common Stock as an equity award on February 18, 2026. The transaction was coded as a grant or other acquisition, not an open‑market purchase or sale, and updated his reported share holdings.

Was the FNB insider transaction a market purchase or sale of shares?

The FNB insider transaction was an equity award, not a market trade. It is coded as a grant or other acquisition of 9,030 Common Stock shares, reflecting compensation rather than a discretionary buy or sell in the open market.

How many FNB shares does David Bryant Mitchell hold after this Form 4 transaction?

After the award, David Bryant Mitchell directly holds 132,416.718 FNB Common Stock shares. Separately, he indirectly holds 13,634.327 shares through a 401(k) plan, according to the reported ownership totals in the Form 4 filing data.

What are the vesting terms of David Bryant Mitchell’s FNB restricted stock units?

The award consists of time-based restricted stock units that vest in three stages. Portions of the restricted units will vest on March 18, 2027, January 18, 2028, and January 18, 2029, as described in the filing footnote.

How is David Bryant Mitchell’s indirect ownership in FNB shares structured?

David Bryant Mitchell’s indirect ownership is held through a 401(k) plan, totaling 13,634.327 FNB Common Stock shares. The Form 4 labels this as indirect ownership “By 401K Plan,” separate from his directly held share balance.

What does transaction code A mean in David Bryant Mitchell’s FNB Form 4?

Transaction code A indicates a grant, award, or other acquisition of securities. For David Bryant Mitchell, it reflects an award of 9,030 FNB Common Stock shares as compensation, rather than an open‑market purchase at his own initiative.