PSU vesting lifts PNC (NYSE: PNC) CEO’s direct share holdings

Rhea-AI Filing Summary

The PNC Financial Services Group CEO William S. Demchak reported equity compensation activity tied to performance share units. On February 12, 2026, 57,783 shares of $5 par common stock vested at $0 per share from 2023 performance share units after a 119.57% payout was approved based on service and performance criteria.

On the same date, 25,640 shares at $229.68 per share were disposed of through a tax-withholding transaction to cover his tax liability on the vesting. Following these transactions, he directly owned 584,538 common shares and indirectly held 2,775 shares through a 401(k) plan fund.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider DEMCHAK WILLIAM S

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	57,783	$0.00	--
Tax Withholding	$5 Par Common Stock	25,640	$229.68	$5.89M
holding	$5 Par Common Stock	--	--	--

Holdings After Transaction: $5 Par Common Stock — 610,178 shares (Direct); $5 Par Common Stock — 2,775 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. On February 12, 2026, 57,783 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs. 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.

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^*

DEMCHAK WILLIAM S

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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)		57,783	A	$0	610,178	D
$5 Par Common Stock	02/12/2026		F(2)		25,640	D	$229.68	584,538	D
$5 Par Common Stock								2,775(3)	I	401(k) Plan

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, 57,783 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 William S. Demchak	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) CEO William Demchak report?

PNC CEO William Demchak reported vesting of 57,783 common shares from 2023 performance share units on February 12, 2026. These units paid out in stock after a 119.57% performance-based payout was approved by the Human Resources Committee.

How many PNC (PNC) shares vested for the CEO and on what basis?

A total of 57,783 PNC common shares vested for the CEO on February 12, 2026. They resulted from 2023 performance share units, with a 119.57% payout based on meeting service requirements and performance criteria set under the award.

Why were 25,640 PNC (PNC) shares disposed of in the Form 4 filing?

The 25,640 PNC shares were disposed of to satisfy William Demchak’s tax liability linked to the vesting of his 2023 performance share units. This tax-withholding transaction used shares valued at $229.68 each instead of paying taxes in cash.

What is William Demchak’s PNC (PNC) share ownership after these transactions?

After the reported transactions, William Demchak directly owned 584,538 PNC common shares. He also indirectly held 2,775 additional shares through The PNC Incentive Savings Plan, a 401(k) plan invested via a unitized fund including PNC stock and a money market fund.

How are the indirect PNC (PNC) shares held for the CEO in the 401(k) plan?

Indirect PNC shares are held for William Demchak in The PNC Incentive Savings Plan as units of a fund. That ISP fund primarily holds PNC common stock with the remainder in a money market fund, and its PNC allocation changes without his discretionary trading.

,Is this PNC (PNC) Form 4 a stock purchase or a compensation-related event?

This Form 4 reflects compensation-related equity, not an open-market stock purchase. Shares vested from performance share units at no cost, and additional shares were withheld to cover associated tax obligations arising from that vesting event.