PNC (PNC) president gets 4,551 RSU shares, 2,071 withheld

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PNC Financial Services Group president Mark Wiedman reported compensation-related share activity. On April 17, 2026, 4,551 shares of PNC common stock vested from restricted stock units granted on April 17, 2025 after the Human Resources Committee approved a 100% payout based on service and risk-based performance criteria.

In connection with this vesting, 2,071 shares were withheld at $224.81 per share to cover Wiedman’s tax liability. Following these non-market transactions, he holds 2,500 shares of PNC common stock directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wiedman Mark

Role President

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	4,551	$0.00	--
Tax Withholding	$5 Par Common Stock	2,071	$224.81	$466K

Holdings After Transaction: $5 Par Common Stock — 4,571 shares (Direct, null)

Footnotes (1)

On April 17, 2026, 4,551 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 April 17, 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.

Key Figures

RSU shares vested: 4,551 shares Shares withheld for taxes: 2,071 shares Tax withholding price: $224.81 per share +2 more

5 metrics

RSU shares vested 4,551 shares Vesting of 2025 restricted stock units on April 17, 2026

Shares withheld for taxes 2,071 shares Tax-withholding disposition related to RSU vesting

Tax withholding price $224.81 per share Value used for 2,071 withheld PNC shares

Direct holdings after transactions 2,500 shares PNC common stock held directly by Mark Wiedman after April 17, 2026

RSU payout level 100% Payout approved by Human Resources Committee for 2025 RSUs

Key Terms

restricted stock units, dividend equivalents, Human Resources Committee, risk-based performance criteria, +1 more

5 terms

restricted stock units financial

"shares of PNC common stock vested pursuant to an award of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalents financial

"any accrued dividend equivalents are paid out in cash"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Human Resources Committee financial

"following approval by the Human Resources Committee (the "Committee") of a payout of 100%"

risk-based performance criteria financial

"achievement against the risk-based performance criteria established under the award"

tax liability financial

"shares withheld to cover the reporting person's tax liability in connection with the vesting"

Form 4 Insider Transactions: What Each Field Means →

04/21/2026 - 02:58 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^*

Wiedman Mark

(Last)

(First)

(Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH

PENNSYLVANIA

15222-2707

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/17/2026

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

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

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

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	04/17/2026		A		4,551⁽¹⁾	A	$0	4,571	D
$5 Par Common Stock	04/17/2026		F		2,071⁽²⁾	D	$224.81	2,500	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 April 17, 2026, 4,551 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 April 17, 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.

Remarks:

	Laura Gleason, Attorney-in-Fact for Mark Wiedman	04/21/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PNC (PNC) president Mark Wiedman report?

Mark Wiedman reported the vesting of 4,551 shares of PNC common stock from previously granted restricted stock units, plus a related tax-withholding disposition of 2,071 shares. These events are compensation-related, not open-market purchases or sales.

Were Mark Wiedman’s PNC (PNC) transactions open-market sales?

No, the 2,071 PNC shares were withheld to cover Mark Wiedman’s tax liability on vested restricted stock units at $224.81 per share. This tax-withholding disposition is an administrative step, not a discretionary open-market stock sale.

How many PNC (PNC) shares vested for Mark Wiedman from 2025 RSUs?

A total of 4,551 PNC common shares vested for Mark Wiedman from restricted stock units granted on April 17, 2025. The Human Resources Committee approved a 100% payout based on service requirements and risk-based performance criteria defined in the award.

How many PNC (PNC) shares were withheld for Mark Wiedman’s taxes?

PNC withheld 2,071 shares of common stock from Mark Wiedman at $224.81 per share to satisfy his tax liability on the RSU vesting. This reduces the net shares he received but does not represent a market sale transaction.

How many PNC (PNC) shares does Mark Wiedman hold after these transactions?

After the April 17, 2026 RSU vesting and tax-withholding transactions, Mark Wiedman holds 2,500 PNC common shares directly. This figure reflects his position following the compensation-related share activity reported in the Form 4 filing.

What performance criteria governed Mark Wiedman’s 2025 PNC (PNC) RSUs?

The 2025 restricted stock units for Mark Wiedman vested at a 100% payout based on service requirements and risk-based performance criteria set by the Human Resources Committee. These criteria determined whether, and to what extent, the award would convert into PNC shares.