PNC (PNC) executive VP Stacy Juchno reports bona fide gift of 867 shares

Rhea-AI Filing Summary

PNC Financial Services Group executive vice president Stacy M. Juchno reported a bona fide gift of 867 shares of PNC $5 par common stock. After this gift, she directly holds 22,154 shares. She also has 117 shares reported as indirectly held through a 401(k) incentive savings plan structure.

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)
02/18/2026

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	02/18/2026		G		867	D	$0	22,154	D
$5 Par Common Stock								117(1)	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. 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	02/20/2026
	** 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 Stacy M. Juchno report?

Stacy M. Juchno reported a bona fide gift of 867 shares of PNC $5 par common stock. The Form 4 also updates her indirect holdings in a 401(k) plan, which now reflect 117 shares held through a unitized incentive savings plan fund.

How many PNC (PNC) shares does Stacy M. Juchno hold after the reported transactions?

After the reported gift, Stacy M. Juchno directly holds 22,154 PNC common shares. In addition, 117 shares are reported as indirectly held through The PNC Incentive Savings Plan 401(k) fund, which is invested mainly in PNC stock and partly in a money market fund.

Was the PNC (PNC) insider transaction a sale or a gift of shares?

The transaction was a bona fide gift, not a sale. Stacy M. Juchno disposed of 867 PNC common shares as a gift at a reported price of 0.0000 per share, consistent with the Form 4 code G, which designates a gift transfer transaction.

What does the indirect PNC (PNC) ownership through the 401(k) plan represent?

The indirect ownership represents 117 shares held for her account in The PNC Incentive Savings Plan, a 401(k) plan. The plan uses a unitized fund mainly invested in PNC stock, with a fluctuating stock allocation not driven by her discretionary trading decisions.

Does Stacy M. Juchno control the PNC (PNC) shares in the 401(k) incentive savings plan?

The Form 4 explains that PNC shares in the incentive savings plan are held in a unitized fund, mixing PNC stock and a money market fund. The proportion invested in PNC stock fluctuates over time and is not the result of her volitional or discretionary actions.

What transaction codes are used in this PNC (PNC) Form 4 filing?

The filing uses transaction code G for the bona fide gift of 867 PNC common shares. The indirect 401(k) holding line is categorized as a holding entry without a specific transaction code, simply updating the 117-share balance following the reported activity.