Henn Vicki C. 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
PNC (PNC) EVP Vicki Henn Receives 6,345-Share Award; 2,620 Withheld
What Happened Vicki C. Henn, Executive Vice President of The PNC Financial Services Group, had 6,345 shares of PNC common stock vest on February 12, 2026 under a performance share unit (PSU) award. The vesting paid out in shares (acquired at $0.00 for reporting purposes). To satisfy the related tax liability, 2,620 of those shares were withheld/disposed at $229.68 per share, equal to approximately $601,762. The PSU payout reflected a 119.57% payout based on performance and service conditions.
Key Details
- Transaction date: February 12, 2026 (reported on Form 4 filed Feb 17, 2026).
- Award: 6,345 shares vested (reported as acquisition at $0.00).
- Tax withholding: 2,620 shares disposed at $229.68 each = $601,762 (share withholding to cover taxes).
- Additional shares: 1,248 shares were acquired via dividend reinvestment since the last Form 4 (per filing).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Notable footnotes: PSU payout at 119.57% (F1); dividend equivalents paid in cash; withheld shares used for tax obligations (F3); some PNC holdings are held indirectly in the company 401(k) ISP fund (F4).
- Filing timeliness: Transaction on Feb 12 was reported on Feb 17; Form 4s are typically due within two business days of the transaction, so this filing appears later than that standard.
Context
- This was a PSU vesting and subsequent tax withholding (common for equity compensation). The transaction is not an open-market purchase or sale indicating a personal directional bet; it reflects compensation being paid out and taxes being satisfied by withholding shares.
- Dividend reinvestment and indirect 401(k) holdings are routine and do not necessarily reflect active trading decisions.
Insider Transaction Report
Form 4
Henn Vicki C.
Executive Vice President
Transactions
- Award
$5 Par Common Stock
[F1][F2]2026-02-12+6,345→ 51,814 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-12$229.68/sh−2,620$601,762→ 49,194 total
Holdings
- 18(indirect: By 401(k))
$5 Par Common Stock
[F4]
Footnotes (4)
- [F1]On February 12, 2026, 6,345 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]Includes an aggregate of 1,248 shares of PNC common stock acquired by the reporting person through dividend reinvestment under the PNC Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4.
- [F3]Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.
- [F4]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 Vicki C. Henn|2026-02-17