What tax-withholding share dispositions did PNC EVP Novosel report?

She reported three Code F tax-withholding dispositions in PNC stock. Dispositions of 278, 234 and 150 shares of $5 par common stock occurred at a price of $229.32 per share, all to cover tax liabilities from vesting equity awards.

What indirect PNC share holdings does Stephanie Novosel report in her 401(k)?

She reports 1,236 PNC shares indirectly via The PNC Incentive Savings Plan. These shares are held in a unitized ISP fund that mostly owns PNC common stock, with the remainder in a money market fund, and the PNC allocation fluctuates over time.

RSU vesting and tax withholdings for PNC (NYSE: PNC) executive Novosel

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Stephanie Novosel reported equity compensation activity and related tax withholdings in $5 par common stock. On February 14, 2026, 572 shares vested from restricted stock units granted on February 14, 2025, following approval of a 100% payout based on service and risk-based performance criteria.

The Form 4 shows three Code F transactions in which 278, 234 and 150 shares were disposed of at $229.32 per share to cover tax liabilities tied to vesting awards. After these transactions, she directly held 4,907 shares of PNC common stock and indirectly held 1,236 shares through The PNC Incentive Savings Plan, a 401(k) unitized fund invested primarily in PNC stock.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Novosel Stephanie

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	$5 Par Common Stock	278	$229.32	$64K
Tax Withholding	$5 Par Common Stock	234	$229.32	$54K
Grant/Award	$5 Par Common Stock	572	$0.00	--
Tax Withholding	$5 Par Common Stock	150	$229.32	$34K
holding	$5 Par Common Stock	--	--	--

Holdings After Transaction: $5 Par Common Stock — 5,141 shares (Direct); $5 Par Common Stock — 1,236 shares (Indirect, 401(k) Plan)

Footnotes (1)

On February 14, 2026, 572 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. 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 →

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^*

Novosel Stephanie

(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⁾		572	A	$0	5,569	D
$5 Par Common Stock	02/14/2026		F⁽²⁾		150	D	$229.32	5,419	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		278	D	$229.32	5,141	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		234	D	$229.32	4,907	D
$5 Par Common Stock								1,236⁽⁴⁾	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)
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, 572 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.

4. 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 Stephanie Novosel	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 does Stephanie Novosel’s latest Form 4 for PNC show?

The Form 4 reports RSU vesting and related tax withholdings. On February 14, 2026, 572 PNC common shares vested from a 2025 restricted stock unit award, and multiple dispositions of shares were made to satisfy associated tax liabilities.

How many PNC shares vested for Stephanie Novosel in February 2026?

A total of 572 PNC common shares vested for Stephanie Novosel. These shares came from restricted stock units granted on February 14, 2025, after the Human Resources Committee approved a 100% payout based on service and risk-based performance criteria.

How many PNC shares does Stephanie Novosel hold directly after these transactions?

She directly held 4,907 PNC common shares after the reported activity. This direct ownership figure reflects the net result of the February 2026 vesting of restricted stock units and the related tax-withholding share dispositions described in the Form 4.

What was the basis for the 100% payout of Novosel’s 2025 PNC RSUs?

The 100% payout was based on service and risk-based performance criteria. The Human Resources Committee approved full vesting of the 2025 restricted stock units after the service requirements and specified risk-based performance measures under the award were achieved.