William S. Demchak - 20 Feb 2026 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Reporting relationship: CEO, Director
Issuer ticker: PNC
Reported as of: 20 Feb 2026
Net transaction value: -$12,737,971
SEC form: 4
Accepted by SEC: 24 Feb 2026, 14:08:09 UTC
Prior SEC filing: 18 Feb 2026
Source filing: View source filing
Reporting owner signature: Laura Gleason, Attorney-in-Fact for William S. Demchak

Key filing fact

William S. Demchak filed Form 4 for PNC FINANCIAL SERVICES GROUP, INC. (PNC) on 24 Feb 2026.

Key facts

This page summarizes William S. Demchak's Form 4 filing for PNC FINANCIAL SERVICES GROUP, INC. (PNC).
3 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 24 Feb 2026, 14:08.

Change

Previous filing in this sequence was filed on 18 Feb 2026.
Current net transaction value: -$12,737,971.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001198053 Primary reporting owner

DEMCHAK WILLIAM S

Relationship: CEO, Director
Address: THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH
Signature: Laura Gleason, Attorney-in-Fact for William S. Demchak
Signature date: 24 Feb 2026

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

PNC transaction

$5 Par Common Stock

Award

Transaction value: $0
Shares: +11,897
Change %: +2%
Price: $0.000000
Shares after: 609,399
Date: 20 Feb 2026
Ownership: Direct
Footnotes: F1

PNC transaction

$5 Par Common Stock

Tax liability

Transaction value: $1,193,971
Shares: -5,125
Change %: -0.84%
Price: $232.97
Shares after: 604,274
Date: 20 Feb 2026
Ownership: Direct
Footnotes: F2

PNC transaction

$5 Par Common Stock

Sale

Transaction value: $11,544,000
Shares: -50,000
Change %: -8.3%
Price: $230.88
Shares after: 554,274
Date: 20 Feb 2026
Ownership: Direct
Footnotes: F3

PNC holding

$5 Par Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 2,775
Date: 20 Feb 2026
Ownership: 401(k) Plan
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

On February 20, 2026, 11,897 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 20, 2024 (the "2024 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 2024 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

Footnote F2

Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.

Footnote F3

Represents the weighted average price of shares sold in multiple transactions with prices ranging from $230.67 to $231.35. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, PNC or any security holder of PNC, upon request, full information regarding the number of shares sold at each separate price.

Footnote F4

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.