PNC controller reports RSU vesting, tax withholding

PNC Financial Services Group controller Gregory H. Kozich reported restricted stock activity.

Rhea-AI Filing Summary

PNC Financial Services Group controller Gregory H. Kozich reported restricted stock activity. On February 14, 2026, he acquired 657 shares of $5 par common stock through vesting of 2025 restricted share units. On the same date, 172 shares were withheld to cover related tax liabilities at $229.32 per share.

On February 16, 2026, additional restricted share units from 2023 and 2024 awards vested, adding 784 shares and 716 shares of common stock. That day, 205 shares and 187 shares were withheld to satisfy tax obligations at $229.32 per share. These transactions reflect equity awards and tax-withholding dispositions, not open‑market buying or selling.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Kozich Gregory H

Role Controller

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	784	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	205	$229.32	$47K
Grant/Award	$5 Par Common Stock	716	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	187	$229.32	$43K
Grant/Award	$5 Par Common Stock	657	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	172	$229.32	$39K

Holdings After Transaction: $5 Par Common Stock — 18,281 shares (Direct)

Footnotes (6)

1. F1. On February 14, 2026, 657 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2025 (the "2025 RSUs"), 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. F2. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs.
3. F3. On February 16, 2026, 784 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2024 (the "2024 RSUs"), 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. F4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.
5. F5. On February 16, 2026, 716 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2023 (the "2023 RSUs"), 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. F6. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.

FAQ

What did PNC (PNC) insider Gregory H. Kozich report in this Form 4?

Gregory H. Kozich, controller of PNC, reported vesting of several restricted share unit awards and related tax-withholding share dispositions in PNC common stock in mid-February 2026. These were equity compensation events rather than open-market stock trades.

How many PNC shares vested for Gregory H. Kozich on February 14, 2026?

On February 14, 2026, 657 shares of PNC common stock vested for Gregory H. Kozich from a 2025 restricted share unit award. These units vested based on service requirements and risk-based performance criteria, with any dividend equivalents paid in cash.

What transactions did Gregory H. Kozich report on February 16, 2026 for PNC (PNC)?

On February 16, 2026, Kozich reported vesting of 784 shares from a 2024 restricted share unit award and 716 shares from a 2023 award. He also reported share withholding transactions to cover tax liabilities associated with those vestings.

Were the PNC Form 4 transactions by Gregory H. Kozich open-market stock trades?

No, the reported transactions were not open-market trades. They reflect vesting of restricted share units granted in 2023, 2024, and 2025, plus shares withheld to pay tax liabilities connected to those vestings at a stated share price.

What were the tax-withholding share dispositions reported by PNC insider Gregory H. Kozich?

Kozich reported share dispositions coded as tax-withholding events. On February 14 and 16, 2026, PNC withheld blocks of common shares, including amounts such as 172 shares, at a price of $229.32 per share to satisfy his tax obligations from RSU vesting.

What role does Gregory H. Kozich hold at PNC (PNC)?

Gregory H. Kozich is identified as an officer of The PNC Financial Services Group, Inc., with the title of controller. The Form 4 reflects his personal equity compensation activity in PNC common stock, including restricted share unit vesting and related tax-withholding transactions.

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Accepted by SEC EDGAR 02/18/2026 - 04:51 PM Learn about SEC filing dates

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^*

Kozich Gregory H

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222-2707

(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)
	Controller

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)		657	A	$0	17,345	D
$5 Par Common Stock	02/14/2026		F(2)		172	D	$229.32	17,173	D
$5 Par Common Stock	02/16/2026		A(3)		784	A	$0	17,957	D
$5 Par Common Stock	02/16/2026		F(4)		205	D	$229.32	17,752	D
$5 Par Common Stock	02/16/2026		A(5)		716	A	$0	18,468	D
$5 Par Common Stock	02/16/2026		F(6)		187	D	$229.32	18,281	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, 657 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2025 (the "2025 RSUs"), 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, 784 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2024 (the "2024 RSUs"), 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, 716 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2023 (the "2023 RSUs"), 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 Gregory H. Kozich	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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