Reilly Robert Q 4

4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 17, 2026

PNC EVP Robert Q. Reilly Receives Award, Sells Shares for Taxes

What Happened

Robert Q. Reilly, Executive Vice President of PNC Financial Services Group, had 12,463 performance share units (PSUs) vest on Feb 12, 2026. The vested shares were issued at $0.00 per share (award payout).
To satisfy the tax withholding on the vesting, 4,667 shares were withheld/disposed at $229.68 per share, totaling $1,071,917. The withholding is a routine tax-coverage transaction rather than an open-market sale.

Key Details

Transaction date: 2026-02-12; Form filed: 2026-02-17 (filed after the typical 2-business-day Form 4 window).
Award: 12,463 shares vested from 2023 PSUs; payout rate 119.57% per the Human Resources Committee. Accrued dividend equivalents under the award were paid in cash. (Footnote F1)
Tax withholding: 4,667 shares withheld to cover tax liability (disposition) at $229.68/share for ~$1.072M. (Footnote F2)
Shares owned after transaction: not specified in the provided filing. The filing notes additional indirect holdings in the PNC Incentive Savings Plan (ISP), which is a unitized 401(k) fund that is primarily invested in PNC stock. (Footnote F3)
Filing timeliness: The Form 4 was submitted 5 calendar days after the transaction (Feb 17 vs Feb 12), outside the usual 2-business-day reporting window.

Context

This was a vesting of performance-based compensation (PSUs) rather than a purchase motivated by investment views. The only shares sold were withheld to satisfy tax obligations—a common, administrative action.
The PSU payout exceeded target (119.57%), indicating the grant’s performance criteria were met above target; dividend equivalents were paid in cash.

Form 4

Period: 2026-02-12

Executive Vice President

Transactions

Award
$5 Par Common Stock
[F1]
2026-02-12+12,463→ 182,351 total
Tax Payment
$5 Par Common Stock
[F2]
2026-02-12$229.68/sh−4,667$1,071,917→ 177,684 total

Holdings

Footnotes (3)

[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.

Signature

Laura Gleason, Attorney-in-Fact for Robert Q. Reilly|2026-02-17

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