Equity awards vest for PNC (NYSE: PNC) EVP Robert Reilly

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Robert Q. Reilly reported multiple equity award transactions. On February 14 and 16, 2026, restricted stock units from 2023–2025 awards vested, delivering 3,094, 2,587 and 2,317 shares of $5 par common stock. Shares totaling 1,240, 1,037 and 929 were withheld at $229.32 per share to cover tax liabilities. After these grant/award acquisitions and tax-withholding dispositions, he directly held 182,476 shares, plus 1,877 shares indirectly through The PNC Incentive Savings Plan 401(k) unitized fund.

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^*

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)
02/14/2026

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)		3,094	A	$0	180,778	D
$5 Par Common Stock	02/14/2026		F(2)		1,240	D	$229.32	179,538	D
$5 Par Common Stock	02/16/2026		A(3)		2,587	A	$0	182,125	D
$5 Par Common Stock	02/16/2026		F(4)		1,037	D	$229.32	181,088	D
$5 Par Common Stock	02/16/2026		A(5)		2,317	A	$0	183,405	D
$5 Par Common Stock	02/16/2026		F(6)		929	D	$229.32	182,476	D
$5 Par Common Stock								1,877(7)	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 14, 2026, 3,094 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, 2,587 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, 2,317 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.

7. 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	02/18/2026
	** 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.
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FAQ

What did PNC (PNC) Executive Vice President Robert Reilly report in this Form 4?

Robert Reilly reported vesting of multiple restricted stock unit awards and related tax-withholding share dispositions. The transactions involved PNC $5 par common stock and reflect routine equity compensation rather than open-market purchases or sales, updating his direct and indirect ownership positions.

How many PNC restricted stock units vested for Robert Reilly in February 2026?

Restricted stock units from 2023, 2024, and 2025 awards vested, delivering 3,094, 2,587, and 2,317 PNC common shares, respectively. These vestings followed Human Resources Committee approval of 100% payout based on service and risk-based performance criteria specified in each award agreement.

Were any of Robert Reilly’s PNC transactions open-market stock sales or purchases?

No open-market purchases or sales were reported. The Form 4 shows grant/award acquisitions from restricted stock unit vesting and tax-withholding dispositions coded “F,” where shares were delivered back to cover tax liabilities rather than sold in the open market.

At what price were PNC shares withheld for Robert Reilly’s tax liabilities?

Shares were withheld at a transaction price of $229.32 per PNC common share to satisfy related tax liabilities. These dispositions are coded “F,” indicating payment of exercise price or tax obligations by delivering securities instead of using cash.

How many PNC shares does Robert Reilly hold directly and indirectly after these transactions?

After the reported transactions, he directly held 182,476 PNC common shares. In addition, 1,877 shares were indirectly held for his account through The PNC Incentive Savings Plan 401(k) unitized fund, which primarily holds PNC stock alongside a money market component.

What role did PNC’s Human Resources Committee play in these RSU vestings?

The Human Resources Committee approved 100% payout for the 2023, 2024, and 2025 restricted stock unit awards. Approval was based on meeting service requirements and achieving risk-based performance criteria, triggering the vesting and share delivery specified under each award’s terms.