PNC EVP logs RSU vesting and tax share withholding

PNC Financial Services Group Executive Vice President Thomas Michael Duane reported stock-based compensation activity and related tax withholding.

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Thomas Michael Duane reported stock-based compensation activity and related tax withholding. On February 14, 2026, 1,753 shares of PNC common stock vested from a restricted stock unit award granted on February 14, 2025, after the Human Resources Committee approved a 100% payout based on service and risk-based performance criteria.

In connection with this vesting and other previously granted restricted share units, a total of 1,026 shares of PNC common stock were disposed of through tax-withholding transactions at a price of $229.32 per share to cover Duane’s tax liabilities. After these transactions, he directly owned 6,529 shares of PNC common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Thomas Michael Duane

Role Executive Vice President

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	$5 Par Common Stock	341	$229.32	$78K
Exercise Price or Tax Liability	$5 Par Common Stock	231	$229.32	$53K
Grant/Award	$5 Par Common Stock	1,753	$0.00	$0.00
Exercise Price or Tax Liability	$5 Par Common Stock	454	$229.32	$104K

Holdings After Transaction: $5 Par Common Stock — 6,529 shares (Direct)

Footnotes (3)

1. F1. On February 14, 2026, 1,753 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted share units previously reported on Form 3.

FAQ

What insider transactions did PNC (PNC) executive Thomas Michael Duane report?

Thomas Michael Duane reported vesting of 1,753 PNC shares from a restricted stock unit award and several tax-withholding dispositions totaling 1,026 shares. These were not open-market purchases or sales but administrative entries tied to equity compensation and related tax obligations.

Was the PNC (PNC) insider activity an open-market sale of shares?

No, the dispositions were tax-withholding transactions at $229.32 per share, used to cover Thomas Michael Duane’s tax liabilities on vested equity awards. They were not discretionary open-market stock sales initiated for portfolio or cash-raising purposes.

How many PNC (PNC) shares vested for Thomas Michael Duane?

1,753 shares of PNC common stock vested for Thomas Michael Duane from restricted stock units granted on February 14, 2025. The vesting followed approval of a 100% payout by PNC’s Human Resources Committee based on service and risk-based performance criteria set under the award.

How many PNC (PNC) shares were withheld for taxes in these transactions?

A total of 1,026 PNC shares were withheld to satisfy tax liabilities tied to equity vesting. This included shares associated with the 2025 restricted stock unit award and other previously reported restricted share units, all processed through tax-withholding dispositions rather than market sales.

What is Thomas Michael Duane’s PNC (PNC) shareholding after these Form 4 transactions?

Following the reported vesting and related tax-withholding dispositions, Thomas Michael Duane directly owns 6,529 shares of PNC common stock. This reflects his updated direct holding after the grant of vested shares and the share reductions to cover associated tax obligations.

What triggered the vesting of PNC (PNC) restricted stock units for Thomas Michael Duane?

Vesting was triggered when the Human Resources Committee approved a 100% payout for the 2025 restricted stock unit award. Approval was based on Duane meeting service requirements and achieving risk-based performance criteria, leading to payment in PNC common shares and cash for dividend equivalents.

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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^*

Thomas Michael Duane

(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)		1,753	A	$0	7,555	D
$5 Par Common Stock	02/14/2026		F(2)		454	D	$229.32	7,101	D
$5 Par Common Stock	02/16/2026		F(3)		341	D	$229.32	6,760	D
$5 Par Common Stock	02/16/2026		F(3)		231	D	$229.32	6,529	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, 1,753 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted share units previously reported on Form 3.

Remarks:

	Laura Gleason, Attorney-in-Fact for Michael D. Thomas	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).
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