Form 4: FNB CFO Calabrese Disposes of Shares Under 10b5-1 Plan
Insider Transaction Report
FNB Corp's Chief Financial Officer, Vincent J. Calabrese, reported the disposition of 3,710 shares of common stock at $17.36 per share, executed under a pre-arranged Rule 10b5-1 plan.
Summary
- Vincent J. Calabrese, Chief Financial Officer of FNB Corp, reported a transaction involving the company's common stock.
- On January 20, 2026, Calabrese disposed of 3,710 shares of FNB common stock at a price of $17.36 per share.
- This transaction was conducted pursuant to a Rule 10b5-1(c) plan, indicating a pre-scheduled, non-discretionary sale.
- Following the transaction, Calabrese directly beneficially owns 794,108.297 shares of common stock.
- Additionally, Calabrese indirectly beneficially owns 81,402.534 shares through a 401K Plan.
- The total reported beneficial ownership includes shares acquired under the company's dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since the last filing.
Sentiment
Score: 5
Explanation: The sentiment is neutral. While it's an insider sale, it was executed under a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic selling. The amount is also not exceptionally large relative to total holdings.
Positives
- The transaction was executed under a Rule 10b5-1(c) plan, which demonstrates a pre-planned, non-discretionary sale, reducing concerns about opportunistic insider trading.
Negatives
- An insider sale, even if pre-planned, can sometimes be perceived negatively by the market, although the number of shares disposed of is relatively small compared to the total beneficial ownership.
Future Outlook
This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.
Industry Context
This Form 4 filing reports a routine insider transaction and does not provide information to analyze broader industry trends or competitive positioning.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Policy Adherence | The 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). | 01/20/2026 | This indicates adherence to corporate governance best practices for insider trading, aiming to prevent transactions based on material non-public information. |
Stakeholder Impact
- Shareholders may note the disposition of shares by a key executive, though the pre-planned nature under Rule 10b5-1(c) typically reduces negative interpretations.
Key Dates
| Date | Description |
|---|---|
| 01/20/2026 | Date of transaction where 3,710 shares of common stock were disposed of. |
| 01/22/2026 | Date the Form 4 was signed and filed. |
Keywords
FNB, Vincent Calabrese, CFO, Insider Transaction, Form 4, Stock Sale, 10b5-1 Plan, Common Stock
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