ORIE JAMES 4

What Happened
Orie James, Chief Legal Officer and Corporate Secretary of FNB (ticker: FNB), received 23,615 shares on 2026-03-18 as the vesting of a 2023–2025 performance-based restricted stock unit (RSU) award (transaction code A). The award is valued at $16.11 per share for a total of $380,438. To satisfy tax withholding obligations upon vesting, 10,271 shares and 1,431 shares were withheld (transaction code F) at the same $16.11 price, totaling $165,466 and $23,053 respectively — combined withholding value $188,519. Net shares retained by the reporting person from this vesting equal 11,913 shares.

Key Details

• Transaction date: 2026-03-18; Filing date: 2026-03-19 (filed the next day; appears timely).
• Award: 23,615 performance-based RSUs at $16.11/share = $380,438 (F1).
• Withheld for taxes: 10,271 shares ($165,466) and 1,431 shares ($23,053) (F3, F4). Combined withheld = 11,702 shares (~$188,519).
• Net retained from vesting: 11,913 shares.
• Shares owned after transaction: Not specified in the provided excerpt (Column 5 total not included here; note F2 about dividend reinvestment/dividend equivalents).
• Footnotes: F1 = performance-based RSU award for 2023–2025; F2 = Column 5 totals may include dividend reinvestment and dividend equivalents; F3/F4 = shares withheld to satisfy tax withholding on performance- and time-based RSUs.

Context
This was a vesting of RSUs (an award), not an open-market purchase or a voluntary sale. The withheld shares reflect routine tax withholding on vesting (a common, administrative disposition) rather than an independent decision to sell shares. No 10b5-1 plan or gift was reported in the provided details.