Form 4: FNB CFO Calabrese Reports Future Stock Award Vesting

FNB Corp's Chief Financial Officer, Vincent J. Calabrese, filed a Form 4 detailing the future vesting of 63,833 performance-based restricted stock units and related tax dispositions scheduled for March 18, 2026.

Summary

• Vincent J. Calabrese, Chief Financial Officer of FNB Corp, reported the acquisition of 63,833 shares of common stock at a price of $16.11 per share on March 18, 2026.
• These shares were earned as part of a 2023-2025 performance-based restricted stock unit award.
• Calabrese also reported the disposition of 27,762 shares of common stock at $16.11 per share on the same date to satisfy tax withholding obligations related to the vesting of the performance-based restricted stock unit award.
• An additional 3,193 shares of common stock were disposed of at $16.11 per share to cover tax withholding obligations upon the vesting of a time-based restricted stock unit award.
• Following these transactions, Calabrese's direct beneficial ownership stands at 853,502.138 shares.
• Indirect beneficial ownership through a 401K Plan is 84,004.791 shares.
• The total reported direct 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: 7

Explanation: StockSavvy.ai views this as a moderately positive indicator, reflecting the successful vesting of performance-based restricted stock units for a key executive, which aligns management incentives with shareholder value, even with routine tax-related dispositions.

Positives

• CFO Vincent J. Calabrese received a significant award of 63,833 shares of common stock, indicating successful performance against the 2023-2025 performance-based restricted stock unit award criteria.
• The acquisition of shares by a key executive aligns management's interests with shareholders, reinforcing commitment to the company's long-term success.

Negatives

• A portion of the acquired shares, totaling 30,955 shares, was immediately disposed of to cover tax withholding obligations, which reduces the net increase in direct ownership from the award.

Future Outlook

The filing does not contain explicit forward-looking statements or guidance beyond the scheduled vesting of previously awarded restricted stock units.

Industry Context

StockSavvy.ai notes that executive stock awards and subsequent tax-related dispositions are standard practices in corporate compensation, aligning executive incentives with long-term company performance. This transaction reflects the vesting of previously granted equity, a a common component of executive compensation packages in the financial services industry.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards for the CFO suggests the company met certain performance targets, which could be viewed positively. The increase in direct ownership, even net of tax sales, aligns the CFO's interests with shareholders.

Key Dates

Recommendation

This Form 4 filing details a routine executive compensation event involving the vesting of restricted stock units and subsequent tax-related dispositions. While the vesting of performance-based awards is a positive signal regarding past company performance, the transaction itself is not indicative of new strategic developments or a significant change in the company's fundamental outlook. Therefore, it does not warrant a change in investment recommendation based solely on this filing.

Keywords

FNB Corp, FNB, Vincent J. Calabrese, CFO, Form 4, Insider Transaction, Stock Award, Restricted Stock Units, Performance-based RSU, Time-based RSU, Tax Withholding, Beneficial Ownership