Form 4: FNB CFO Files Future Tax-Related Stock Sale

FNB Corp's Chief Financial Officer, Vincent J. Calabrese, has filed a Form 4 indicating a future disposition of 3,565 shares of common stock on January 6, 2026, at $17.19 per share, to satisfy tax withholding obligations.

Summary

• Vincent J. Calabrese, Chief Financial Officer of FNB Corp, reported a planned disposition of 3,565 shares of FNB common stock.
• The transaction is scheduled to occur on January 6, 2026, at a price of $17.19 per share.
• The disposition is coded as 'F', indicating shares were withheld to cover tax liabilities.
• This transaction was made pursuant to a Rule 10b5-1(c) plan, signifying a pre-arranged, non-discretionary sale.
• Following this transaction, Mr. Calabrese will directly own 797,818.297 shares of common stock.
• Additionally, Mr. Calabrese indirectly owns 81,402.534 shares through a 401K Plan.
• The reported beneficial ownership also includes shares acquired via the Company's dividend reinvestment plan and dividend equivalent units accrued on restricted stock units since the last filing.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned disposition of shares to cover tax liabilities, which is a common and non-discretionary event for executives. It does not indicate any change in sentiment regarding the company's prospects.

Future Outlook

The filing details a pre-planned future transaction for tax purposes, not providing any forward-looking statements regarding company performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically a non-discretionary sale to cover tax obligations. Such transactions are common for executives receiving equity compensation and typically do not reflect a change in management's outlook on the company or broader industry trends.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, pre-planned tax-related sale by an insider, not indicative of a change in confidence or a significant shift in ownership.

Key Dates

Recommendation

The reported transaction is a routine, pre-planned disposition of shares by the CFO to cover tax liabilities, executed under a Rule 10b5-1 plan. This type of transaction is common for executives and is not typically indicative of a change in the company's fundamentals or the insider's confidence. The number of shares sold is a small fraction of the CFO's total holdings, which also continue to grow through dividend reinvestment and restricted stock unit accruals. Therefore, this filing alone does not warrant a change from a 'hold' recommendation.

Keywords

FNB, insider transaction, Form 4, stock sale, CFO, Vincent J. Calabrese, tax withholding, Rule 10b5-1 plan, common stock