How many PNC shares vested for Deborah Guild from the 2023 performance share units?

On February 12, 2026, 8,497 PNC common shares vested for Deborah Guild under 2023 performance share units. The Human Resources Committee approved a 119.57% payout based on her service and achievement against pre-set performance criteria, and the award pays out in PNC shares with dividend equivalents in cash.

Form 4: Deborah Guild reports multiple insider transactions in PNC

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Deborah Guild reported multiple insider transaction types in a Form 4 filing for PNC. The filing lists transactions totaling 11,566 shares at a weighted average price of $229.68 per share. Following the reported transactions, holdings were 35,808 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Deborah Guild

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	8,497	$0.00	--
Tax Withholding	$5 Par Common Stock	3,069	$229.68	$705K

Holdings After Transaction: $5 Par Common Stock — 35,808 shares (Direct)

Footnotes (1)

On February 12, 2026, 8,497 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance share units granted to the reporting person on February 16, 2023 (the "2023 PSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 119.57% based on the satisfaction of the reporting person's service requirements and achievement against performance criteria established under the award. Pursuant to the award, the 2023 PSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Includes an aggregate of 15 shares acquired by the reporting person under the PNC Employee Stock Purchase Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/17/2026 - 06:26 PM

FAQ

What transactions did PNC EVP Deborah Guild report in her latest Form 4 for PNC?

Deborah Guild reported vesting of 8,497 PNC common shares from a 2023 performance share unit award and a related tax-withholding disposition of 3,069 shares. After these equity compensation events, she directly beneficially owns 32,739 PNC common shares, including shares from the employee stock purchase plan.

Why were 3,069 PNC shares withheld in Deborah Guild's Form 4 filing?

The 3,069 PNC shares were withheld to cover Deborah Guild’s tax liability tied to the vesting of her 2023 performance share units. This type of transaction is coded "F" on Form 4 and reflects payment of tax obligations by delivering or withholding issuer securities instead of cash.

How many PNC shares does Deborah Guild own after the reported Form 4 transactions?

Following the February 12, 2026 transactions, Deborah Guild directly beneficially owns 32,739 PNC common shares. This figure reflects the vesting of 8,497 shares, the withholding of 3,069 shares for taxes, and includes 15 shares acquired through the PNC Employee Stock Purchase Plan in exempt transactions.

What is the 2023 PSU award mentioned in PNC EVP Deborah Guild's Form 4?

The 2023 PSU award is a performance share unit grant made on February 16, 2023 that pays out in PNC common stock. On February 12, 2026, it vested at a 119.57% payout level after satisfaction of service conditions and achievement of performance criteria, with dividend equivalents paid in cash.

Are employee stock purchase plan shares included in Deborah Guild's reported PNC holdings?

Yes. Her reported 32,739 directly owned PNC shares include 15 shares acquired under the PNC Employee Stock Purchase Plan. Those ESPP acquisitions occurred in transactions exempt from Form 4 reporting requirements and took place after the date of her most recent prior Form 4 filing.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Deborah Guild

(Last)

(First)

(Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH

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)
02/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$5 Par Common Stock	02/12/2026		A⁽¹⁾		8,497	A	$0	35,808⁽²⁾	D
$5 Par Common Stock	02/12/2026		F⁽³⁾		3,069	D	$229.68	32,739	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 12, 2026, 8,497 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance share units granted to the reporting person on February 16, 2023 (the "2023 PSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 119.57% based on the satisfaction of the reporting person's service requirements and achievement against performance criteria established under the award. Pursuant to the award, the 2023 PSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

2. Includes an aggregate of 15 shares acquired by the reporting person under the PNC Employee Stock Purchase Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

3. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.

Remarks:

	Laura Gleason, Attorney-in-Fact for Deborah Guild	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR