PNC (PNC) executive Louis Cestello sells shares and reports RSU vesting

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

PNC Financial Services Group executive vice president Louis Robert Cestello reported multiple stock transactions. On February 18, he completed an open-market sale of 4,279 shares of $5 par common stock at $234.01 per share. Earlier, on February 14, 433 shares vested from a restricted stock unit award granted in 2025 after service and risk-based performance criteria were met, while 122 shares were withheld to cover related taxes. Additional tax-withholding dispositions of 306 and 352 shares occurred on February 16 at $229.32 per share. After these transactions, he directly owned 18,867 shares of PNC common stock.

Insider Trade Summary

Net Seller: 4,279 shares ($1,001,329)

Net Sell 5 txns

Insider Cestello Louis Robert

Role Executive Vice President

Sold 4,279 shs ($1.00M)

Type	Security	Shares	Price	Value
Sale	$5 Par Common Stock	4,279	$234.01	$1.00M
Tax Withholding	$5 Par Common Stock	352	$229.32	$81K
Tax Withholding	$5 Par Common Stock	306	$229.32	$70K
Grant/Award	$5 Par Common Stock	433	$0.00	--
Tax Withholding	$5 Par Common Stock	122	$229.32	$28K

Holdings After Transaction: $5 Par Common Stock — 18,867 shares (Direct)

Footnotes (1)

On February 14, 2026, 433 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. Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2025 RSUs. 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.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 04:51 PM

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^*

Cestello Louis Robert

(Last)

(First)

(Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
$5 Par Common Stock	02/14/2026		A⁽¹⁾		433	A	$0	23,926	D
$5 Par Common Stock	02/14/2026		F⁽²⁾		122	D	$229.32	23,804	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		352	D	$229.32	23,452	D
$5 Par Common Stock	02/16/2026		F⁽³⁾		306	D	$229.32	23,146	D
$5 Par Common Stock	02/18/2026		S		4,279	D	$234.01	18,867	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On February 14, 2026, 433 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 Louis R. Cestello	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

FAQ

What insider transactions did PNC (PNC) executive Louis Cestello report?

Louis Cestello reported several transactions in PNC common stock, including a sale of 4,279 shares and multiple tax-withholding dispositions. He also received 433 shares from a restricted stock unit vesting, all affecting his directly owned share balance disclosed in the filing.

How many PNC (PNC) shares did Louis Cestello sell in the open market?

Louis Cestello sold 4,279 shares of PNC $5 par common stock in an open-market transaction. The reported sale price was $234.01 per share, and the transaction was coded “S,” indicating a sale in an open market or private transaction.

What restricted stock unit vesting did PNC (PNC) disclose for Louis Cestello?

On February 14, 2026, 433 shares of PNC common stock vested from restricted stock units granted on February 14, 2025. The vesting followed Human Resources Committee approval of a 100% payout based on service requirements and risk-based performance criteria established under the award.

Why were some PNC (PNC) shares disposed of as tax-withholding by Louis Cestello?

Several transactions coded “F” represent PNC shares withheld to cover Louis Cestello’s tax liabilities. These disposals related to the vesting of 2025 restricted stock units and other restricted share units previously reported, rather than discretionary open-market sales of stock.

How many PNC (PNC) shares does Louis Cestello own after these transactions?

After the reported transactions, Louis Cestello directly owned 18,867 shares of PNC common stock. This ending balance reflects the combined impact of the restricted stock unit vesting, tax-withholding share disposals, and the open-market sale reported in the Form 4.