DEMCHAK WILLIAM S 4

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.