PNC EVP Overstrom sells 2,500 shares in filing

PNC Financial Services Group Executive Vice President Alexander E. C. Overstrom reported multiple stock transactions in PNC common stock.

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Alexander E. C. Overstrom reported multiple stock transactions in PNC common stock. On February 18, 2026, he completed an open-market sale of 2,500 shares at $233.91 per share, leaving him with 21,120 directly held shares.

On February 14 and 16, 2026, several prior restricted stock unit awards vested, delivering share grants of 2,063, 1,881 and 1,146 shares of PNC common stock at no cash cost to him. On each vesting date, portions of the vested shares—898, 499 and 819 shares—were withheld to satisfy tax liabilities associated with these awards.

Insider Trade Summary

Net Seller: 2,500 shares

Net Sell 7 txns

Insider Overstrom Alexander E. C.

Role Executive Vice President

Sold 2,500 shs ($585K)

Type	Security	Shares	Price	Value
Sale	$5 Par Common Stock	2,500	$233.91	$585K
Grant/Award	$5 Par Common Stock	1,881	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	819	$229.32	$188K
Grant/Award	$5 Par Common Stock	1,146	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	499	$229.32	$114K
Grant/Award	$5 Par Common Stock	2,063	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	898	$229.32	$206K

Holdings After Transaction: $5 Par Common Stock — 21,120 shares (Direct)

Footnotes (6)

1. F1. On February 14, 2026, 2,063 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. F2. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs.
3. F3. On February 16, 2026, 1,881 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. F4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.
5. F5. On February 16, 2026, 1,146 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. F6. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.

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Accepted by SEC EDGAR 02/18/2026 - 04:52 PM Learn about SEC filing dates

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^*

Overstrom Alexander E. C.

(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)		2,063	A	$0	22,809	D
$5 Par Common Stock	02/14/2026		F(2)		898	D	$229.32	21,911	D
$5 Par Common Stock	02/16/2026		A(3)		1,881	A	$0	23,792	D
$5 Par Common Stock	02/16/2026		F(4)		819	D	$229.32	22,973	D
$5 Par Common Stock	02/16/2026		A(5)		1,146	A	$0	24,119	D
$5 Par Common Stock	02/16/2026		F(6)		499	D	$229.32	23,620	D
$5 Par Common Stock	02/18/2026		S		2,500	D	$233.91	21,120	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, 2,063 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, 1,881 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, 1,146 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 Alexander E. Overstrom	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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