PNC (NYSE: PNC) EVP reports RSU vesting and tax share withholding

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Deborah Guild reported a mix of stock awards vesting and shares withheld for taxes, with no open-market buying or selling. On February 14, 2026, 2,063 restricted stock units vested, while 848 shares were withheld to cover tax liabilities.

On February 16, 2026, additional RSU awards vested in two tranches of 1,792 and 1,580 shares, with 736 and 649 shares, respectively, withheld to pay taxes at a price of $229.32 per share. All transactions involve PNC $5 par common stock held directly by Guild.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Deborah Guild

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	1,792	$0.00	--
Tax Withholding	$5 Par Common Stock	736	$229.32	$169K
Grant/Award	$5 Par Common Stock	1,580	$0.00	--
Tax Withholding	$5 Par Common Stock	649	$229.32	$149K
Grant/Award	$5 Par Common Stock	2,063	$0.00	--
Tax Withholding	$5 Par Common Stock	848	$229.32	$194K

Holdings After Transaction: $5 Par Common Stock — 35,746 shares (Direct)

Footnotes (1)

On February 14, 2026, 2,063 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs. On February 16, 2026, 1,792 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2024 (the "2024 RSUs"), following approval by 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 2024 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs. On February 16, 2026, 1,580 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2023 (the "2023 RSUs"), following approval by 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 2023 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:52 PM

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)
02/14/2026

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)
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	02/14/2026		A⁽¹⁾		2,063	A	$0	34,802	D
$5 Par Common Stock	02/14/2026		F⁽²⁾		848	D	$229.32	33,954	D
$5 Par Common Stock	02/16/2026		A⁽³⁾		1,792	A	$0	35,746	D
$5 Par Common Stock	02/16/2026		F⁽⁴⁾		736	D	$229.32	35,010	D
$5 Par Common Stock	02/16/2026		A⁽⁵⁾		1,580	A	$0	36,590	D
$5 Par Common Stock	02/16/2026		F⁽⁶⁾		649	D	$229.32	35,941	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 14, 2026, 2,063 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. On February 16, 2026, 1,792 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2024 (the "2024 RSUs"), following approval by 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 2024 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.

5. On February 16, 2026, 1,580 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2023 (the "2023 RSUs"), following approval by 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 2023 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

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

Remarks:

	Laura Gleason, Attorney-in-Fact for Deborah Guild	02/18/2026
	** 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

FAQ

What did PNC (PNC) Executive Vice President Deborah Guild report in this Form 4?

Deborah Guild reported vesting of multiple restricted stock unit awards and related tax withholding transactions in PNC common stock. Shares were acquired through RSU vesting, while separate shares were disposed of solely to satisfy tax liabilities, rather than through open-market purchases or sales.

How many PNC RSUs vested for Deborah Guild in February 2026?

A total of 2,063 RSUs vested on February 14, 2026, and additional tranches of 1,792 and 1,580 RSUs vested on February 16, 2026. Each vesting followed Human Resources Committee approval of a 100% payout based on service and risk-based performance criteria.

Were any of Deborah Guild’s PNC transactions open-market stock sales or purchases?

No open-market transactions were reported. The filing shows RSU vesting acquisitions and code F dispositions, which represent shares withheld to cover tax liabilities tied to those vestings. These are administrative tax-withholding events rather than discretionary market buys or sells.

What price was used for PNC shares withheld for Deborah Guild’s tax liabilities?

Shares withheld to cover Deborah Guild’s tax liabilities were valued at $229.32 per share. This price applied to the February 14 and February 16, 2026 tax-withholding dispositions, where specified share amounts were delivered instead of cash to satisfy the associated tax obligations.

How many PNC shares did Deborah Guild dispose of for taxes in these transactions?

Deborah Guild disposed of 848 shares on February 14, 736 shares on February 16, and 649 shares on February 16 to satisfy tax liabilities. Each disposition is coded F, indicating payment of tax obligations by delivering PNC common shares rather than cash.

What type of securities are involved in Deborah Guild’s PNC Form 4 filing?

All transactions involve $5 par value PNC common stock associated with restricted stock unit awards. The RSUs pay out in PNC shares upon vesting, while any accrued dividend equivalents are paid in cash, according to the award terms described in the filing’s footnotes.