RSU vesting and tax withholding for PNC (NYSE: PNC) EVP Guild

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Deborah Guild reported equity compensation activity involving company common stock. On February 23, 2026, 3,162 shares vested from restricted stock units granted on February 23, 2023 after a 100% payout was approved based on service and risk-based performance criteria. On the same date, 1,376 shares were withheld to cover her tax liability tied to this vesting, leaving her with 37,727 directly owned shares.

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^*

Deborah Guild

(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)
02/23/2026

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	02/23/2026		A(1)		3,162	A	$0	39,103	D
$5 Par Common Stock	02/23/2026		F(2)		1,376	D	$220.77	37,727	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 23, 2026, 3,162 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 23, 2023 (the "2023 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 2023 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 2023 RSUs.

Remarks:

	Laura Gleason, Attorney-in-Fact for Deborah Guild	02/25/2026
	** 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 did PNC (PNC) Executive Vice President Deborah Guild report in this Form 4?

Deborah Guild reported equity compensation activity involving PNC common stock. 3,162 shares vested from a 2023 restricted stock unit award, and 1,376 shares were withheld to satisfy tax obligations related to that vesting, leaving her with 37,727 directly owned shares.

How many PNC (PNC) shares vested for Deborah Guild and from which award?

3,162 PNC common shares vested for Deborah Guild on February 23, 2026. They came from restricted stock units granted on February 23, 2023, which paid out at 100% after service requirements and risk-based performance criteria set by the Human Resources Committee were met.

Why were 1,376 PNC (PNC) shares disposed of in Deborah Guild’s Form 4?

1,376 shares were withheld to cover Deborah Guild’s tax liability from the RSU vesting. This is recorded as a tax-withholding disposition rather than an open-market sale, meaning the shares were used to satisfy taxes due on the equity award payout.

What is Deborah Guild’s PNC (PNC) share ownership after these transactions?

After the reported transactions, Deborah Guild directly owns 37,727 PNC common shares. This figure reflects both the 3,162 vested shares added to her holdings and the 1,376 shares withheld for taxes in connection with the restricted stock unit vesting.

How was the 2023 PNC (PNC) restricted stock unit award for Deborah Guild determined to vest at 100%?

The Human Resources Committee approved a 100% payout for the 2023 RSU award. The decision was based on Deborah Guild’s satisfaction of service requirements and achievement against risk-based performance criteria that were established under the terms of that restricted stock unit award.

How are dividend equivalents on Deborah Guild’s 2023 PNC (PNC) RSUs paid?

Dividend equivalents associated with the 2023 restricted stock units are paid in cash. While the RSUs themselves pay out in shares of PNC common stock upon vesting, any accrued dividend equivalents linked to those units are specifically settled as cash payments rather than additional shares.