PNC (PNC) EVP Laura Long details RSU vesting and tax share withholding

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Laura L. Long reported equity award activity and related tax share withholding in company stock. On February 14, 2026, 572 shares of common stock vested from restricted stock units granted on February 14, 2025 after meeting service and risk-based performance criteria.

To cover tax obligations tied to this vesting and prior restricted share units, Long had 201, 267 and 206 shares of $5 par common stock withheld on February 14 and 16, 2026 at $229.32 per share, characterized as tax-withholding dispositions. Following these transactions, she continues to hold directly over 10,000 shares of PNC common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a 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). See Instruction 10.

1. Name and Address of Reporting Person^*

Long Laura L

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [ PNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
$5 Par Common Stock	02/14/2026		A(1)		572	A	$0	11,610	D
$5 Par Common Stock	02/14/2026		F(2)		201	D	$229.32	11,409	D
$5 Par Common Stock	02/16/2026		F(3)		267	D	$229.32	11,142	D
$5 Par Common Stock	02/16/2026		F(3)		206	D	$229.32	10,936	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On February 14, 2026, 572 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 14, 2025 (the "2025 RSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 100% based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2025 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

2. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs.

3. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted share units previously reported on Form 3.

Remarks:

	Laura Gleason, Attorney-in- Fact for Laura Long	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did PNC (PNC) executive Laura L. Long report in this Form 4?

Laura L. Long reported vesting of restricted stock units and related tax share withholding. On February 14, 2026, 572 PNC common shares vested, and several tax-withholding dispositions were executed to satisfy tax liabilities tied to this and prior equity awards.

How many PNC (PNC) shares vested for Laura L. Long and from which award?

A total of 572 PNC common shares vested for Laura L. Long. These shares arose from restricted stock units granted on February 14, 2025, which paid out at 100% after she met service requirements and risk-based performance criteria established by the Human Resources Committee.

What share-withholding transactions did PNC (PNC) report for Laura L. Long?

The Form 4 shows three tax-withholding dispositions of PNC common stock: 201 shares on February 14, 2026, and 267 and 206 shares on February 16, 2026. Each was executed at $229.32 per share to cover federal tax liabilities on vested equity.

Were Laura L. Long’s PNC (PNC) transactions open‑market sales or tax withholdings?

The reported transactions are tax withholdings, not open‑market sales. Each transaction is coded “F” and described as payment of tax liability by delivering shares in connection with restricted stock unit vesting, rather than discretionary selling into the market.

Does Laura L. Long still hold PNC (PNC) shares after these Form 4 transactions?

Yes. After the vesting and tax-withholding dispositions, Laura L. Long continues to hold PNC common stock directly. The reported post‑transaction holdings figures indicate that she retains more than 10,000 shares following the equity award activity disclosed in this Form 4.

How were dividend equivalents on Laura L. Long’s PNC (PNC) RSUs treated?

Dividend equivalents on the 2025 restricted stock units were paid in cash. The award terms state that while the RSUs pay out in PNC common shares upon vesting, any accrued dividend equivalents associated with those units are settled in cash rather than additional stock.