PNC Financial (PNC) EVP Bynum gains shares from PSU vesting

Rhea-AI Filing Summary

PNC Financial Services Group executive Richard Kevin Bynum, an Executive Vice President, reported equity compensation activity involving PNC common stock. On February 12, 2026, 2,538 shares vested from a 2023 performance share unit award after the Human Resources Committee approved a 119.57% payout.

The award paid out in PNC common stock, with any dividend equivalents paid in cash. On the same date, 794 shares were withheld to cover his tax liability related to this vesting, leaving him with 8,257 shares of PNC common stock 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^*

Bynum Richard Kevin

(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)		2,538	A	$0	9,051	D
$5 Par Common Stock	02/12/2026		F(2)		794	D	$229.68	8,257	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, 2,538 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 Richard K. Bynum	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 transaction did PNC (PNC) executive Richard Bynum report?

Richard Kevin Bynum reported vesting of equity compensation in PNC common stock. On February 12, 2026, 2,538 shares vested from his 2023 performance share unit award, with part of the shares withheld to satisfy related tax obligations.

How many PNC (PNC) shares vested for Richard Bynum from the 2023 PSUs?

A total of 2,538 PNC common shares vested for Richard Bynum. These shares resulted from a performance share unit award granted on February 16, 2023, which paid out at 119.57% following Committee approval based on service and performance criteria.

Why were 794 PNC (PNC) shares withheld in Richard Bynum’s Form 4 filing?

The 794 PNC shares were withheld to cover Richard Bynum’s tax liability. This withholding was directly connected to the vesting of his 2023 performance share units, using shares rather than cash to satisfy the tax obligation associated with the equity award.

How many PNC (PNC) shares does Richard Bynum own after these transactions?

Following the reported transactions, Richard Bynum directly owns 8,257 PNC common shares. This final figure reflects the vesting of 2,538 shares from his performance share units and the withholding of 794 shares to pay applicable taxes on the award.

What determined the 119.57% payout for Richard Bynum’s 2023 PNC performance share units?

The 119.57% payout was approved by the Human Resources Committee. It was based on Bynum’s satisfaction of service requirements and achievement against performance criteria set under the 2023 performance share unit award, which ultimately paid out in PNC common stock.

Does Richard Bynum’s Form 4 show open-market buying or selling of PNC (PNC) shares?

The filing does not show open-market buying or selling by Richard Bynum. It reports an acquisition through vesting of performance share units and a tax-withholding disposition, where shares were withheld to pay taxes rather than sold in the open market.