PNC (PNC) EVP Bynum sells stock after RSU awards vest and tax withholding

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Richard Kevin Bynum reported multiple stock transactions. On February 17, 2026, he executed open‑market sales of 6,407 and 1,000 shares of $5 par common stock at $230.95 and $231.15 per share, respectively, leaving 1,942 shares held directly after the last sale. On February 14 and 16, 2026, restricted stock units from 2023, 2024, and 2025 awards vested for 440, 602, and 472 shares, with 123, 168, and 131 shares withheld to cover tax liabilities.

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

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X

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^*

Bynum Richard Kevin

(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		A(1)		440	A	$0	8,697	D
$5 Par Common Stock	02/14/2026		F(2)		123	D	$229.32	8,574	D
$5 Par Common Stock	02/16/2026		A(3)		602	A	$0	9,176	D
$5 Par Common Stock	02/16/2026		F(4)		168	D	$229.32	9,008	D
$5 Par Common Stock	02/16/2026		A(5)		472	A	$0	9,480	D
$5 Par Common Stock	02/16/2026		F(6)		131	D	$229.32	9,349	D
$5 Par Common Stock	02/17/2026		S		6,407	D	$230.95	2,942	D
$5 Par Common Stock	02/17/2026		S		1,000	D	$231.15	1,942	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, 440 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, 602 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, 472 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 Richard K. Bynum	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 transactions did PNC (PNC) executive Richard Kevin Bynum report?

Richard Kevin Bynum reported open-market sales, restricted stock vesting, and tax-withholding dispositions in PNC common stock. The activity combined stock awards from prior RSU grants with subsequent share sales and shares withheld to satisfy related tax obligations.

How many PNC (PNC) shares did Richard Kevin Bynum sell and at what prices?

He sold 6,407 PNC common shares at $230.95 and 1,000 shares at $231.15. Both transactions were coded as open-market sales, reflecting direct ownership changes in the company’s $5 par value common stock.

What restricted stock units vested for PNC (PNC) executive Richard Kevin Bynum?

Awards of PNC restricted stock units granted in 2023, 2024, and 2025 vested, delivering 472, 602, and 440 shares, respectively. Each payout followed committee approval of 100% performance based on service requirements and risk-based performance criteria under the RSU awards.

How were taxes handled on Richard Kevin Bynum’s PNC (PNC) RSU vesting?

PNC withheld shares to cover Richard Kevin Bynum’s tax liabilities when RSUs vested. Specifically, 123, 168, and 131 shares were withheld at a price of $229.32 per share in connection with the vesting of the 2025, 2024, and 2023 restricted stock unit awards.

How many PNC (PNC) shares does Richard Kevin Bynum hold after these transactions?

Following the last reported open-market sale, Richard Kevin Bynum directly holds 1,942 shares of PNC $5 par common stock. This figure reflects the cumulative impact of the RSU vesting, tax-withholding dispositions, and subsequent open-market sales in February 2026.