William S. Demchak - 12 Feb 2026 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Signature
Laura Gleason, Attorney-in-Fact for William S. Demchak
Issuer symbol
PNC
Transactions as of
12 Feb 2026
Net transactions value
-$5,888,995
Form type
4
Filing time
17 Feb 2026, 18:26:57 UTC
Previous filing
09 Jun 2025
Next filing
18 Feb 2026

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DEMCHAK WILLIAM S CEO, Director THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH Laura Gleason, Attorney-in-Fact for William S. Demchak 17 Feb 2026 0001198053

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNC $5 Par Common Stock Award $0 +57,783 +10% $0.000000 610,178 12 Feb 2026 Direct F1
transaction PNC $5 Par Common Stock Tax liability $5,888,995 -25,640 -4.2% $229.68 584,538 12 Feb 2026 Direct F2
holding PNC $5 Par Common Stock 2,775 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, 57,783 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.