PNC (NYSE: PNC) CEO sells 50,000 shares after RSU vesting

Rhea-AI Filing Summary

PNC Financial Services Group CEO William S. Demchak reported several equity movements in PNC common stock. On February 20, 2026, 11,897 shares vested from a 2024 restricted stock unit award, reflecting 100% payout based on service and risk-based performance criteria. Of these, 5,125 shares were withheld to cover tax liabilities. Demchak also executed an open-market sale of 50,000 shares at $230.88 per share. Following these transactions, he directly holds 554,274 PNC shares and indirectly holds 2,775 shares through The PNC Incentive Savings Plan, a 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^*

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)
02/20/2026

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	02/20/2026		A(1)		11,897	A	$0	609,399	D
$5 Par Common Stock	02/20/2026		F(2)		5,125	D	$232.97	604,274	D
$5 Par Common Stock	02/20/2026		S		50,000	D	$230.88(3)	554,274	D
$5 Par Common Stock								2,775(4)	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 20, 2026, 11,897 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 20, 2024 (the "2024 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 2024 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 2024 RSUs.

3. Represents the weighted average price of shares sold in multiple transactions with prices ranging from $230.67 to $231.35. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, PNC or any security holder of PNC, upon request, full information regarding the number of shares sold at each separate price.

4. 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	02/24/2026
	** 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) CEO William Demchak report in this Form 4?

PNC CEO William Demchak reported RSU vesting, tax withholding, and a share sale. 11,897 restricted stock units vested, 5,125 shares were withheld for taxes, and 50,000 shares were sold in the open market at $230.88 per share.

How many PNC (PNC) RSUs vested for CEO William Demchak?

11,897 PNC common shares vested for CEO William Demchak from a 2024 restricted stock unit award. The vesting followed approval of a 100% payout based on service requirements and risk-based performance criteria set by the Human Resources Committee.

Why were 5,125 PNC (PNC) shares withheld from William Demchak?

5,125 PNC shares were withheld to cover William Demchak’s tax liability arising from the vesting of his 2024 restricted stock units. This tax-withholding disposition is reported under transaction code F and did not involve an open-market sale by the CEO.

How many PNC (PNC) shares did CEO William Demchak sell and at what price?

William Demchak sold 50,000 PNC common shares in an open-market transaction. The weighted average sale price was $230.88 per share, with individual trade prices ranging from $230.67 to $231.35, as disclosed in the Form 4 footnotes.

What are William Demchak’s PNC (PNC) share holdings after these transactions?

After these transactions, William Demchak directly holds 554,274 PNC common shares. He also indirectly holds 2,775 shares through The PNC Incentive Savings Plan, a 401(k) unitized fund invested mainly in PNC stock with a money market component.

How were the PNC (PNC) RSUs for William Demchak structured?

The 2024 RSUs pay out in PNC common stock when vesting conditions are met. Vesting required service and achievement against risk-based performance criteria, with any accrued dividend equivalents paid in cash rather than additional shares, according to the Form 4 footnotes.