Henn Vicki C. 4

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.