PNC (NYSE: PNC) EVP gets 2,991 vested shares, 879 withheld for tax

Rhea-AI Filing Summary

The PNC Financial Services Group executive Stacy M. Juchno reported equity compensation activity tied to performance share units. On February 12, 2026, 2,991 shares of PNC common stock vested at $0 per share from a 2023 performance share award after the Human Resources Committee approved a 119.57% payout.

To cover tax obligations from this vesting, 879 shares were withheld at $229.68 per share, leaving Juchno with 21,779 directly held shares. In addition, 117 shares are indirectly held through a 401(k) plan investment fund that is partly invested in PNC 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^*

Juchno Stacy M.

(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)
	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)
			Code	V	Amount	(A) or (D)	Price
$5 Par Common Stock	02/12/2026		A(1)		2,991	A	$0	22,658	D
$5 Par Common Stock	02/12/2026		F(2)		879	D	$229.68	21,779	D
$5 Par Common Stock								117(3)	I	401(k)

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 12, 2026, 2,991 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.

3. This amount represents the number of shares of PNC common stock indirectly held for the account of the reporting person under The PNC Incentive Savings Plan (the "ISP"), a defined contribution 401(k) plan. Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund (the "ISP fund"), the majority of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the ISP fund that are deemed to be invested in PNC common stock fluctuates from time to time and is not the result of volitional or discretionary actions of the reporting person.

Remarks:

	Laura Gleason, Attorney-in-Fact for Stacy M. Juchno	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.

FAQ

What insider transaction did PNC (PNC) executive Stacy M. Juchno report?

Stacy M. Juchno reported vesting of 2,991 PNC common shares from 2023 performance share units. The award vested on February 12, 2026 after the Human Resources Committee approved a 119.57% payout based on service and performance criteria under the plan.

How many PNC (PNC) shares were withheld for taxes in Stacy Juchno’s Form 4?

The filing shows 879 PNC common shares were withheld to cover Stacy Juchno’s tax liability. These shares relate to the same February 12, 2026 vesting of 2023 performance share units and were valued at $229.68 per share for the withholding transaction.

How many PNC (PNC) shares does Stacy Juchno own after the reported transactions?

After the February 12, 2026 transactions, Stacy Juchno directly holds 21,779 PNC common shares. The filing also reports 117 additional shares indirectly held for her benefit in a 401(k) plan investment fund that is partially invested in PNC stock.

What triggered the vesting of Stacy Juchno’s 2023 PNC performance share units?

The 2023 performance share units vested after the Human Resources Committee approved a 119.57% payout. This approval reflected satisfaction of Stacy Juchno’s service requirements and achievement against performance criteria established under the February 16, 2023 performance share award.

How are dividend equivalents on Stacy Juchno’s PNC performance share units paid?

Dividend equivalents associated with the 2023 performance share units are paid in cash rather than additional shares. The award provides that the underlying units pay out in PNC common stock, while any accrued dividend equivalents are settled as cash payments to the reporting person.

How are Stacy Juchno’s PNC shares held in the Incentive Savings Plan (ISP) structured?

The 117 shares reported under the ISP are held through a unitized fund, not as directly allocated shares. The fund is mostly invested in PNC stock, with the remainder in a money market fund, and allocation percentages fluctuate without Stacy Juchno’s discretionary trading decisions.