Equity awards vest for PNC (NYSE: PNC) EVP with tax withholdings

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Amanda Rosseter reported equity award activity in company common stock. On February 14, 2026, 378 shares vested from restricted stock units granted in 2025, and three related tax‑withholding dispositions on February 14 and 16 totaled 531 shares, leaving her with several thousand directly owned shares.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Schab Amanda Rosseter

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	$5 Par Common Stock	216	$229.32	$50K
Tax Withholding	$5 Par Common Stock	183	$229.32	$42K
Grant/Award	$5 Par Common Stock	378	$0.00	--
Tax Withholding	$5 Par Common Stock	132	$229.32	$30K

Holdings After Transaction: $5 Par Common Stock — 7,120 shares (Direct)

Footnotes (1)

On February 14, 2026, 378 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs. 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:52 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^*

Schab Amanda Rosseter

(Last)

(First)

(Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH

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)
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	02/14/2026		A⁽¹⁾		378	A	$0	7,468	D
$5 Par Common Stock	02/14/2026		F⁽²⁾		132	D	$229.32	7,336	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		216	D	$229.32	7,120	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		183	D	$229.32	6,937	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 February 14, 2026, 378 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. 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 Amanda Rosseter Schab	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did PNC (PNC) EVP Amanda Rosseter report?

Amanda Rosseter reported a vesting of 378 shares of PNC common stock from 2025 restricted stock units, plus three related tax-withholding dispositions totaling 531 shares, all in February 2026, leaving her with a direct ownership position in PNC stock.

Were Amanda Rosseter’s PNC (PNC) Form 4 transactions open-market trades?

No, the Form 4 shows a restricted stock unit vesting and tax-withholding dispositions only. The 531 shares disposed were withheld to pay taxes due on the vesting of share-based awards rather than being discretionary open-market sales by the executive.

How many PNC (PNC) shares vested for Amanda Rosseter in February 2026?

A total of 378 shares of PNC common stock vested for Amanda Rosseter on February 14, 2026. These shares came from restricted stock units granted in February 2025 after service and risk-based performance criteria were met and approved by the Human Resources Committee.

Why were PNC (PNC) shares withheld from Amanda Rosseter’s awards?

PNC withheld shares from Amanda Rosseter’s awards to cover her tax liabilities arising from restricted stock unit vestings. Footnotes specify that the 216, 183, and 132 shares reported as dispositions were retained by PNC for tax withholding rather than sold on the open market.

What type of equity award did Amanda Rosseter receive from PNC (PNC)?

Amanda Rosseter received restricted stock units that pay out in PNC common stock. On February 14, 2026, 378 shares vested from the 2025 restricted stock unit grant after she met service requirements and risk-based performance criteria set and approved by the Human Resources Committee.