PNC (PNC) EVP covers taxes with 599-share disposition

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Amy Wierenga reported a tax-related share disposition. On the vesting of previously reported restricted share units, 599 shares of $5 par common stock were withheld to cover her tax liability at a price of $229.32 per share. After this tax-withholding transaction, she directly holds 24,248 shares of PNC common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wierenga Amy

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	$5 Par Common Stock	599	$229.32	$137K

Holdings After Transaction: $5 Par Common Stock — 24,248 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Wierenga Amy

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 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)
			Code	V	Amount	(A) or (D)	Price
$5 Par Common Stock	02/14/2026		F(1)		599	D	$229.32	24,248	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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted share units previously reported on Form 3.

Remarks:

	Laura Gleason, Attorney-in-Fact for Amy Wierenga	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.

FAQ

What insider transaction did PNC (PNC) Executive Vice President Amy Wierenga report?

Amy Wierenga reported a tax-withholding disposition of PNC common stock. 599 shares were withheld to cover tax liabilities arising from the vesting of restricted share units previously disclosed on Form 3, rather than being sold on the open market.

How many PNC (PNC) shares were disposed of in Amy Wierengas Form 4 filing?

The Form 4 shows 599 shares of PNC $5 par common stock were disposed of. These shares were withheld by the issuer to satisfy tax obligations tied to restricted share unit vesting, not through a discretionary market sale by the executive.

At what price per share were the withheld PNC (PNC) shares valued in the Form 4?

The withheld 599 PNC shares were valued at $229.32 per share. This price is used in the Form 4 to reflect the value of shares applied toward Amy Wierengas tax liability from restricted share unit vesting.

How many PNC (PNC) shares does Amy Wierenga hold after this transaction?

Following the tax-withholding disposition, Amy Wierenga directly holds 24,248 PNC common shares. This post-transaction balance reflects her ownership after 599 shares were withheld to cover taxes on vested restricted share units.

Was the PNC (PNC) Form 4 transaction a market sale by Amy Wierenga?

No, the transaction was not a discretionary market sale. The Form 4 describes a tax-withholding disposition, where 599 shares were automatically withheld to pay taxes related to vested restricted share units previously reported.

What does transaction code "F" mean in the PNC (PNC) Form 4 for Amy Wierenga?

Transaction code "F" indicates payment of a tax liability or exercise price by delivering securities. In this case, 599 PNC shares were withheld to satisfy Amy Wierengas tax obligations from the vesting of restricted share units.