PNC Financial Services Group (PNC) EVP reports PSU vesting and tax withholding

Rhea-AI Filing Summary

The PNC Financial Services Group executive Alexander E. Overstrom reported equity compensation activity tied to a performance award. On February 12, 2026, 6,163 shares of PNC common stock vested from performance share units granted on February 16, 2023, following Human Resources Committee approval of a 119.57% payout based on service and performance conditions. The award paid out in PNC shares, with dividend equivalents in cash. On the same date, 2,052 shares were withheld to cover his tax liability at a price of $229.68 per share, leaving him with 20,746 PNC common shares held directly after these transactions.

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^*

Overstrom Alexander E. C.

(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)
02/12/2026

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)		6,163	A	$0	22,798	D
$5 Par Common Stock	02/12/2026		F(2)		2,052	D	$229.68	20,746	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 12, 2026, 6,163 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.

Remarks:

	Laura Gleason, Attorney-in-Fact for Alexander E. Overstrom	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).
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FAQ

What insider transactions did PNC (PNC) report for Alexander E. Overstrom?

Alexander E. Overstrom reported vesting of 6,163 PNC common shares from performance share units on February 12, 2026. On the same day, 2,052 shares were withheld to satisfy tax obligations, leaving him with 20,746 PNC shares held directly afterward.

What is the origin of the 6,163 vested PNC shares for Alexander E. Overstrom?

The 6,163 vested PNC shares came from performance share units granted on February 16, 2023. Vesting followed Human Resources Committee approval of a 119.57% payout, reflecting satisfaction of service requirements and achievement against pre-set performance criteria under the 2023 performance share unit award.

Why were 2,052 PNC shares withheld from Alexander E. Overstrom’s award?

The 2,052 PNC shares were withheld to cover Alexander E. Overstrom’s tax liability arising from the vesting of his 2023 performance share units. These shares were treated as a tax-withholding disposition at a price of $229.68 per share on February 12, 2026.

How many PNC shares does Alexander E. Overstrom own after these Form 4 transactions?

After the reported transactions, Alexander E. Overstrom directly owns 20,746 shares of PNC common stock. This balance reflects the 6,163 vested shares from his performance share award, net of 2,052 shares withheld to satisfy related tax obligations on February 12, 2026.

What role does Alexander E. Overstrom hold at PNC (PNC) in this Form 4?

In this Form 4, Alexander E. Overstrom is identified as an Executive Vice President of The PNC Financial Services Group, Inc. He is not listed as a director or 10% owner, and the filing reports equity compensation-related share vesting and tax withholding.

How was the payout percentage for PNC’s 2023 performance share units determined?

The 2023 performance share units paid out at 119.57%, as approved by PNC’s Human Resources Committee. This percentage reflects both the reporting person’s fulfillment of service requirements and achievement versus performance criteria that were established under the original February 16, 2023 award.