Deborah Guild 4

What Happened
Deborah Guild, Executive Vice President of PNC Financial Services Group (PNC), received an award payout when 8,497 performance share units (PSUs) vested on Feb 12, 2026. The PSUs paid out in shares at a 119.57% payout level based on performance and service. To satisfy tax withholding obligations, 3,069 shares were withheld at an indicated value of $229.68 per share (total ~$704,888), leaving a net 5,428 shares delivered to Guild. The filing also notes 15 shares acquired under PNC’s Employee Stock Purchase Plan (ESPP) in exempt transactions since her last Form 4.

Key Details

• Transaction dates: Feb 12, 2026 (vesting and withholding); Form 4 filed Feb 17, 2026.
• Transaction codes: A = Award/Grant (8,497 shares vested); F = Tax withholding (3,069 shares withheld at $229.68 = $704,888).
• Net shares received from the payout: 8,497 vested − 3,069 withheld = 5,428 shares.
• Footnotes: (F1) 2023 PSUs granted Feb 16, 2023 paid out at 119.57%; accrued dividend equivalents paid in cash. (F2) 15 ESPP shares acquired in exempt transactions since last filing. (F3) 3,069 shares withheld to cover tax liability.
• Filing timeliness: The Form 4 was filed five days after the Feb 12 transaction (filed Feb 17), which is later than the typical 2-business-day reporting window for insiders.

Context
This was a performance-based PSU payout (not an open-market buy or sell). The withholding of shares to cover taxes is a common, routine post-vesting administrative action and does not, by itself, indicate a change in the insider’s view of the company.