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PNC EVP Henn reports RSU vesting and tax withholdings

PNC Financial Services Group Executive Vice President Vicki C. Henn reported multiple stock award vestings and related tax withholdings in PNC common stock.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

PNC Financial Services Group Executive Vice President Vicki C. Henn reported multiple stock award vestings and related tax withholdings in PNC common stock. On February 14, 2026, 1,547 restricted stock units granted on February 14, 2025 vested, with 757 shares withheld to cover taxes.

On February 16, 2026, awards granted in 2023 and 2024 vested, delivering 1,180 and 1,340 shares respectively, while 576 and 654 shares were withheld at $229.3200 per share to satisfy tax liabilities. Following these transactions, she held just over 50,000 shares directly, plus 18 shares indirectly through a 401(k) plan.

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Insider Henn Vicki C.
Role Executive Vice President
Type Security Shares Price Value
Grant/Award $5 Par Common Stock 1,340 $0.00 $0.00
Exercise Price or Tax Liability $5 Par Common Stock 654 $229.32 $150K
Grant/Award $5 Par Common Stock 1,180 $0.00 $0.00
Exercise Price or Tax Liability $5 Par Common Stock 576 $229.32 $132K
Grant/Award $5 Par Common Stock 1,547 $0.00 $0.00
Exercise Price or Tax Liability $5 Par Common Stock 757 $229.32 $174K
holding $5 Par Common Stock -- -- --
Holdings After Transaction: $5 Par Common Stock — 51,274 shares (Direct); $5 Par Common Stock — 18 shares (Indirect, 401(k))
Footnotes (7)
  1. F1. On February 14, 2026, 1,547 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. On February 16, 2026, 1,340 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2024 (the "2024 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 2024 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.
  4. F4. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.
  5. F5. On February 16, 2026, 1,180 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.
  6. F6. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.
  7. F7. 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.

FAQ

What insider transactions did PNC (PNC) executive Vicki C. Henn report?
Vicki C. Henn reported vesting of several restricted stock unit awards and related share withholdings for taxes. On February 14 and 16, 2026, multiple PNC common stock awards vested, with portions of the shares delivered and others withheld to satisfy tax liabilities.

How many PNC (PNC) shares vested for Vicki C. Henn in February 2026?
Three restricted stock unit awards vested, delivering 1,547 shares on February 14, 2026, and 1,340 and 1,180 shares on February 16, 2026. These awards stemmed from grants made in 2023, 2024, and 2025, all paying out in PNC common stock.

How many PNC (PNC) shares were withheld for taxes in Henn’s Form 4?
A total of 1,987 PNC shares were withheld to cover tax liabilities: 757 shares on February 14, 2026, and 654 plus 576 shares on February 16, 2026. These withholdings are described as payments of tax obligations using shares.

What price was used for PNC (PNC) tax-withholding share dispositions?
Tax-withholding dispositions were reported at a transaction price of $229.3200 per PNC share. This price applied to the shares delivered to satisfy tax liabilities associated with the vesting of the 2023, 2024, and 2025 restricted stock unit awards.

How many PNC (PNC) shares does Vicki C. Henn hold after these transactions?
After the reported February 2026 transactions, Vicki C. Henn directly held slightly more than 50,000 PNC common shares. She also indirectly held 18 additional shares through The PNC Incentive Savings Plan, a 401(k) plan with a unitized PNC stock fund.

What are the 2023, 2024, and 2025 RSU awards mentioned for PNC (PNC)?
The 2023, 2024, and 2025 RSU awards are restricted stock units granted to Henn that pay out in PNC shares. They vested after the Human Resources Committee approved 100% payouts based on service requirements and risk-based performance criteria tied to each grant.

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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*
Henn Vicki C.
(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)
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) 1,547 A $0 50,741 D
$5 Par Common Stock 02/14/2026 F(2) 757 D $229.32 49,984 D
$5 Par Common Stock 02/16/2026 A(3) 1,340 A $0 51,324 D
$5 Par Common Stock 02/16/2026 F(4) 654 D $229.32 50,670 D
$5 Par Common Stock 02/16/2026 A(5) 1,180 A $0 51,850 D
$5 Par Common Stock 02/16/2026 F(6) 576 D $229.32 51,274 D
$5 Par Common Stock 18(7) I 401(k)
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, 1,547 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, 1,340 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2024 (the "2024 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 2024 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 2024 RSUs.
5. On February 16, 2026, 1,180 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.
6. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.
7. 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 Vicki C. Henn 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.

Source: View Original Filing on SEC EDGAR

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