Bynum Richard Kevin 4

What Happened
Richard Kevin Bynum, Executive Vice President of PNC Financial Services Group, had 2,538 performance share units (PSUs) vest on February 12, 2026. The vested PSUs converted into 2,538 shares of PNC common stock (aggregate value ≈ $582,927.84 at $229.68/share). To cover the related tax liability, 794 of those shares were withheld (disposed) at $229.68/share for $182,366, leaving a net delivery of 1,744 shares to Mr. Bynum (net value ≈ $400,561.84). Any accrued dividend equivalents under the award were paid in cash.

Key Details

• Transaction date: February 12, 2026; Form 4 filed February 17, 2026 (timely filed).
• Award: 2,538 shares vested from 2023 PSUs (granted Feb 16, 2023). Payout was 119.57% of target per Committee approval.
• Tax withholding: 794 shares withheld (code F) at $229.68/share, amounting to $182,366.
• Net shares delivered to insider: 1,744 shares (approx. $400,562 based on $229.68/share).
• Dividend equivalents: Accrued dividend equivalents, if any, were paid in cash (per footnote).
• Shares owned after the transaction: not disclosed in the Form 4.

Context
This was a PSU payout (award vesting), not an open-market purchase or discretionary sale. The withholding of shares to satisfy tax obligations is a routine administrative disposition and does not, by itself, indicate a change in the insider’s view of the stock. The filing appears timely (filed within required business-day window).