DEMCHAK WILLIAM S 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
PNC CEO William Demchak Receives Award, Withholds Shares for Taxes
What Happened
William S. Demchak, CEO and director of The PNC Financial Services Group, had 57,783 performance share units (PSUs) vest on Feb 12, 2026. The PSUs paid out in 57,783 shares of PNC common stock (award code A, $0.00 acquisition price). To satisfy the related tax withholding (disposition code F), 25,640 of those shares were withheld at $229.68 per share, yielding proceeds of approximately $5,888,995. The market-equivalent value of the full payout at $229.68 would be about $13.27M.
Key Details
- Transaction date: February 12, 2026 (Filed: February 17, 2026 — filed one business day late)
- Award vested: 57,783 shares (code A, acquisition price $0.00)
- Shares withheld for taxes: 25,640 shares (code F) at $229.68; proceeds ≈ $5,888,995
- Vesting payout: 119.57% of target PSUs per Human Resources Committee approval (footnote F1)
- Withholding: shares were withheld to cover taxes (footnote F2); dividend equivalents, if any, were paid in cash (footnote F1)
- Post-transaction holdings: filing does not state total shares owned after the vesting; footnote F3 describes indirect ISP (401(k)) holdings but does not provide a per-person share count
Context
This was a routine vesting of performance-based equity, not an open-market sale or purchase. The withholding of shares to cover taxes is a standard administrative step (a form of cashless settlement) and should not be interpreted as a discretionary sale by the insider. The filing was submitted one business day after the typical two-business-day Form 4 reporting window.
Insider Transaction Report
- Award
$5 Par Common Stock
[F1]2026-02-12+57,783→ 610,178 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-12$229.68/sh−25,640$5,888,995→ 584,538 total
- 2,775(indirect: By 401(k))
$5 Par Common Stock
[F3]
Footnotes (3)
- [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.