Form 4: Reilly Robert Q reports multiple insider transactions in PNC

Rhea-AI Filing Summary

Reilly Robert Q reported multiple insider transaction types in a Form 4 filing for PNC. The filing lists transactions totaling 17,130 shares at a weighted average price of $229.68 per share. Following the reported transactions, holdings were 182,351 shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Reilly Robert Q

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	12,463	$0.00	--
Tax Withholding	$5 Par Common Stock	4,667	$229.68	$1.07M
holding	$5 Par Common Stock	--	--	--

Holdings After Transaction: $5 Par Common Stock — 182,351 shares (Direct); $5 Par Common Stock — 1,877 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. On February 12, 2026, 12,463 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^*

Reilly Robert Q

(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)
02/12/2026

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)		12,463	A	$0	182,351	D
$5 Par Common Stock	02/12/2026		F(2)		4,667	D	$229.68	177,684	D
$5 Par Common Stock								1,877(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, 12,463 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 Robert Q. Reilly	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) Executive Vice President Robert Q. Reilly report?

Robert Q. Reilly reported equity compensation activity from vested performance share units. On February 12, 2026, 12,463 PNC common shares were acquired at no cost upon vesting of 2023 PSUs, with a separate share withholding used to satisfy associated tax obligations.

How many PNC (PNC) shares did Robert Q. Reilly receive from performance share units?

He received 12,463 PNC common shares when 2023 performance share units vested. The payout reflected a 119.57% performance factor approved by the Human Resources Committee, based on service and achievement against pre-established performance criteria under the award agreement.

What was the purpose of the 4,667 PNC (PNC) shares disposed of by Robert Q. Reilly?

The 4,667 shares were withheld to cover Reilly’s tax liability from the vesting of 2023 performance share units. This tax-withholding disposition occurred at a price of $229.68 per share and did not represent an open-market sale of stock by the executive.

How many PNC (PNC) shares does Robert Q. Reilly hold after these transactions?

Following the reported transactions, Reilly directly owned 177,684 PNC common shares. He also had an additional 1,877 shares held indirectly through The PNC Incentive Savings Plan, a 401(k) plan that uses a unitized fund partially invested in PNC stock.

What are the 2023 PSUs mentioned in Robert Q. Reilly’s PNC (PNC) Form 4 filing?

The 2023 PSUs are performance share units granted to Reilly on February 16, 2023. They vest based on service and achievement against performance goals, paying out in PNC common shares, while any accrued dividend equivalents associated with the units are paid in cash.

How are PNC (PNC) shares held in Robert Q. Reilly’s 401(k) Incentive Savings Plan account?

The shares are held through a unitized ISP fund, not as directly allocated shares. Most of the fund consists of PNC common stock, with the remainder in a money market fund, and the PNC stock percentage fluctuates without Reilly’s volitional trading decisions.