Form 4: Henn Vicki C. reports multiple insider transactions in PNC

Rhea-AI Filing Summary

Henn Vicki C. reported multiple insider transaction types in a Form 4 filing for PNC. The filing lists transactions totaling 8,965 shares at a weighted average price of $229.68 per share. Following the reported transactions, holdings were 51,814 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^*

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)
02/12/2026

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)		6,345	A	$0	51,814(2)	D
$5 Par Common Stock	02/12/2026		F(3)		2,620	D	$229.68	49,194	D
$5 Par Common Stock								18(4)	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 12, 2026, 6,345 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. Includes an aggregate of 1,248 shares of PNC common stock acquired by the reporting person through dividend reinvestment under the PNC Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4.

3. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.

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 Vicki C. Henn	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).
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 insider transaction did PNC (PNC) Executive Vice President Vicki C. Henn report?

Vicki C. Henn reported vesting of equity awards, not an open-market trade. On February 12, 2026, 6,345 performance share units vested into PNC common stock, reflecting a 119.57% payout approved by the Human Resources Committee based on service and performance conditions tied to a 2023 grant.

How many PNC (PNC) shares vested for Vicki C. Henn and from which award?

Henn had 6,345 PNC common shares vest from 2023 performance share units. The award, granted February 16, 2023, paid out in stock after the Committee approved a 119.57% payout based on meeting service requirements and achieving pre-set performance criteria in the plan.

Were any PNC (PNC) shares sold by Vicki C. Henn in this Form 4 filing?

The filing shows a tax-withholding disposition, not an open-market sale. A total of 2,620 PNC shares were withheld at $229.68 per share to cover estimated tax liabilities triggered by the vesting of the 2023 performance share units on February 12, 2026.

How many PNC (PNC) shares does Vicki C. Henn own after the reported transactions?

After the reported activity, Henn directly owned 49,194 PNC common shares. She also indirectly held 18 shares through The PNC Incentive Savings Plan, a 401(k) plan where PNC stock is held within a unitized fund alongside a money market component.

What additional PNC (PNC) shares were included from dividend reinvestment for Vicki C. Henn?

The position includes 1,248 PNC shares acquired through dividend reinvestment. These shares were accumulated under the PNC Dividend Reinvestment and Stock Purchase Plan after Henn’s prior Form 4 filing, increasing her reported direct holdings compared with her earlier beneficial ownership disclosure.

How does Vicki C. Henn hold PNC (PNC) shares in her 401(k) plan?

Henn’s 401(k) exposure to PNC stock is via a unitized fund. The Incentive Savings Plan’s PNC fund holds mostly PNC common stock plus a money market portion, and the percentage in PNC fluctuates automatically rather than through active trading decisions by Henn.