Form 4: FNB Corp CEO Sells Shares Under 10b5-1 Plan

FNB Corp's Chairman, President, and CEO, Vincent J. Delie Jr., reported the disposition of 12,725 shares of common stock at $17.19 per share under a pre-arranged plan.

Summary

• Vincent J. Delie Jr., Chairman, President, and CEO of FNB Corp/PA/ (FNB), reported a transaction on January 6, 2026.
• The transaction involved the disposition of 12,725 shares of FNB Common Stock.
• The shares were disposed of at a price of $17.19 per share.
• Following this transaction, Mr. Delie Jr. directly beneficially owns 1,910,216.023 shares of Common Stock.
• Additionally, 90,875.131 shares are indirectly beneficially owned through a 401K Plan.
• The reported total 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.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 6

Explanation: The disposition of shares by the CEO is a reduction in insider ownership, which can be viewed as a minor negative signal. However, the transaction was conducted under a Rule 10b5-1 plan, suggesting a pre-scheduled event rather than a reaction to new information. The CEO also retains a significant beneficial ownership, indicating continued alignment with the company's performance, leading to a neutral to slightly positive sentiment.

Positives

• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-scheduled sale rather than a reaction to new, non-public information, which can mitigate concerns about insider selling.
• Mr. Delie Jr. retains a substantial direct beneficial ownership of 1,910,216.023 shares and indirect ownership of 90,875.131 shares, demonstrating continued alignment with shareholder interests.

Negatives

• The disposition of 12,725 shares by a key executive, even if pre-planned, represents a reduction in direct insider ownership.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This insider transaction report for FNB Corp, a financial institution, is a routine disclosure required by the SEC. Such filings provide transparency into executive stock ownership and trading activities, which are closely watched by investors in the banking sector for insights into management's confidence and financial planning.

Stakeholder Impact

• Shareholders: May interpret the insider sale as a minor signal, though mitigated by the 10b5-1 plan. The CEO's continued substantial ownership suggests ongoing commitment to the company's performance.

Key Dates

Keywords

FNB, insider transaction, Form 4, stock sale, CEO, beneficial ownership, 10b5-1 plan