Equity award gives FNB (FNB) controller 3,587 time-based restricted shares

Rhea-AI Filing Summary

Dutey James L reported acquisition or exercise transactions in this Form 4 filing.

FNB CORP/PA/ Corporate Controller James L. Dutey was granted 3,587 shares of common stock on February 18, 2026 as a time-based restricted stock unit award at $18.18 per share. These units vest in three parts on March 18, 2027, January 18, 2028, and January 18, 2029. After the grant, he directly owned 52,060.772 shares and indirectly held 13,560.420 shares through a 401(k) plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dutey James L

Role Corporate Controller

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,587	$18.18	$65K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 52,060.772 shares (Direct); Common Stock — 13,560.42 shares (Indirect, By 401K Plan)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Dutey James L

(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)
	Corporate Controller

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		3,587(1)	A	$18.18	52,060.772	D
Common Stock								13,560.42	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 L. Dutey	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 did FNB (FNB) insider James L. Dutey report in this Form 4?

James L. Dutey reported receiving a grant of 3,587 shares of FNB common stock as time-based restricted stock units. The award was dated February 18, 2026, and reflects additional equity compensation rather than an open-market stock purchase or sale.

What type of equity award did FNB (FNB) grant to James L. Dutey?

FNB granted time-based restricted stock units representing 3,587 shares of common stock to Corporate Controller James L. Dutey. These units convert into shares over time as vesting conditions are met, aligning a portion of his compensation with the company’s future performance.

When do James L. Dutey’s FNB (FNB) restricted stock units vest?

The 3,587 restricted stock units vest in three installments on March 18, 2027, January 18, 2028, and January 18, 2029. This staggered vesting schedule encourages longer-term retention and ties the ultimate share delivery to continued service over several years.

How many FNB (FNB) shares does James L. Dutey own after this transaction?

After the award, James L. Dutey directly owns 52,060.772 FNB common shares. He also indirectly holds 13,560.420 shares through a 401(k) plan, according to the Form 4, reflecting both direct and retirement-plan-related ownership positions.

Was this FNB (FNB) Form 4 a stock purchase or sale by James L. Dutey?

The filing shows an acquisition through an equity grant, not an open-market trade. The 3,587 shares were awarded as time-based restricted stock units, classified as a grant, award, or other acquisition transaction rather than a traditional buy or sell order.

How is James L. Dutey’s 401(k) ownership in FNB (FNB) reported?

The Form 4 lists 13,560.420 FNB shares held indirectly via a 401(k) plan. This position is coded as indirect ownership, reflecting retirement-plan holdings, with no specific transaction code disclosed for this line in the reported data excerpt.