PNC (NYSE: PNC) CEO reports RSU vesting with shares withheld for taxes

Rhea-AI Filing Summary

PNC Financial Services Group CEO William S. Demchak reported equity award activity involving PNC common stock. On February 14, 2026, 12,033 shares vested from restricted stock units granted in 2025, and 5,183 shares were withheld to cover taxes at $229.32 per share. On February 16, 2026, 10,740 shares vested from restricted stock units granted in 2023, and 4,626 shares were withheld for taxes at $229.32 per share. After these transactions, he directly owned 597,502 PNC shares and indirectly held 2,775 shares through a 401(k) incentive savings plan.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider DEMCHAK WILLIAM S

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	$5 Par Common Stock	10,740	$0.00	--
Tax Withholding	$5 Par Common Stock	4,626	$229.32	$1.06M
Grant/Award	$5 Par Common Stock	12,033	$0.00	--
Tax Withholding	$5 Par Common Stock	5,183	$229.32	$1.19M
holding	$5 Par Common Stock	--	--	--

Holdings After Transaction: $5 Par Common Stock — 602,128 shares (Direct); $5 Par Common Stock — 2,775 shares (Indirect, 401(k) Plan)

Footnotes (1)

1. On February 14, 2026, 12,033 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. On February 16, 2026, 10,740 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs. 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^*

DEMCHAK WILLIAM S

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

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)		12,033	A	$0	596,571	D
$5 Par Common Stock	02/14/2026		F(2)		5,183	D	$229.32	591,388	D
$5 Par Common Stock	02/16/2026		A(3)		10,740	A	$0	602,128	D
$5 Par Common Stock	02/16/2026		F(4)		4,626	D	$229.32	597,502	D
$5 Par Common Stock								2,775(5)	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, 12,033 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, 10,740 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.

4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.

5. 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 William S. Demchak	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.

FAQ

What insider transactions did PNC (PNC) CEO William S. Demchak report?

William S. Demchak reported vesting of restricted stock units and related tax withholding. Awards vested into PNC common stock on February 14 and 16, 2026, with a portion of the shares automatically withheld to satisfy tax liabilities rather than sold in the open market.

How many PNC (PNC) shares vested for the CEO in this Form 4 filing?

A total of 22,773 PNC common shares vested for the CEO. This included 12,033 shares from 2025 restricted stock units and 10,740 shares from 2023 restricted stock units, both paying out in stock after service and risk-based performance criteria were met and approved.

How many PNC (PNC) shares were withheld for taxes in the CEO’s Form 4?

A combined 9,809 PNC shares were withheld to cover tax liabilities. This consisted of 5,183 shares tied to the 2025 RSU vesting and 4,626 shares tied to the 2023 RSU vesting, each valued at a price of $229.32 per share for withholding purposes.

What is William S. Demchak’s direct and indirect PNC (PNC) share ownership after these transactions?

Following the reported transactions, William S. Demchak directly owned 597,502 PNC common shares. He also indirectly held 2,775 additional shares through The PNC Incentive Savings Plan, a 401(k) plan where PNC stock is held within a unitized investment fund structure.

Were the PNC (PNC) CEO’s share dispositions open-market sales?

No, the dispositions were not open-market sales. The Form 4 identifies them under transaction code “F”, meaning shares were withheld by PNC solely to pay the CEO’s tax obligations arising from RSU vesting, rather than being voluntarily sold into the market.

What are the 2023 and 2025 RSUs mentioned in the PNC (PNC) Form 4?

The 2023 and 2025 RSUs are restricted stock unit awards granted to the CEO. They vested on February 16, 2026 and February 14, 2026, respectively, after meeting service and risk-based performance criteria, and paid out in PNC common stock plus separate cash payments for any accrued dividend equivalents.