GUERRIERI GARY L 4

What Happened
Gary L. Guerrieri, Chief Credit Officer of FNB (FNB), received a grant/vesting of 39,093 shares (performance-based restricted stock units) on 2026-03-18 at an implied value of $16.11 per share, totaling $629,788. To satisfy tax withholding upon vesting, 10,204 shares and 1,368 shares were withheld (disposed) at $16.11 each, totaling 11,572 shares withheld and $186,424 in value.

Key Details

• Transaction date: 2026-03-18; Form 4 filed 2026-03-19 (appears timely).
• Award: 39,093 shares @ $16.11 = $629,788 (transaction code A).
• Withheld for taxes: 10,204 shares @ $16.11 = $164,386 and 1,368 shares @ $16.11 = $22,038 (transaction code F); total withheld = 11,572 shares ($186,424).
• Price used for reporting: $16.11 per share for all items.
• Shares owned after transaction: not specified in the supplied filing data.
• Relevant footnotes from the filing:
  • F1: Shares earned for the 2023–2025 performance-based RSU award.
  • F2: Reported totals include dividend reinvestment and dividend equivalent units accrued since last filing.
  • F3/F4: Shares were withheld to satisfy tax withholding on performance- and time-based RSU vesting.

Context
This filing reflects a vesting of performance-based RSUs (an award), with a net settlement via share withholding to cover taxes — a routine administrative step that does not necessarily signal a discretionary open-market sale or purchase. The primary economic event is receipt of vested RSUs rather than an outright purchase or sale.