Robert Q. Reilly - 12 Feb 2026 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Role: Executive Vice President
Signature: Laura Gleason, Attorney-in-Fact for Robert Q. Reilly
Issuer symbol: PNC
Transactions as of: 12 Feb 2026
Net transactions value: -$1,071,917
Form type: 4
Filing time: 17 Feb 2026, 18:26:40 UTC
Previous filing: 28 Jan 2026
Next filing: 18 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Reilly Robert Q	Executive Vice President	THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH	Laura Gleason, Attorney-in-Fact for Robert Q. Reilly	17 Feb 2026	0001454231

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNC	$5 Par Common Stock	Award	$0	+12,463	+7.3%	$0.000000	182,351	12 Feb 2026	Direct	F1
transaction	PNC	$5 Par Common Stock	Tax liability	$1,071,917	-4,667	-2.6%	$229.68	177,684	12 Feb 2026	Direct	F2
holding	PNC	$5 Par Common Stock						1,877	12 Feb 2026	401(k) Plan	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 12, 2026, 12,463 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.
F2	Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.
F3	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.