PNC FINANCIAL SERVICES GROUP, INC.·4

Feb 17, 6:27 PM ET

Juchno Stacy M. 4

4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 17, 2026

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PNC EVP Stacy Juchno Receives 2,991-Share Award; 879 Withheld

What Happened Stacy M. Juchno, Executive Vice President of PNC Financial Services Group (PNC), had 2,991 performance share units (PSUs) vest on Feb 12, 2026 (recorded as an award, code A). The vested shares have a notional acquisition price of $0 (award), with an approximate market value of $686,973 based on the reported $229.68/share price. To cover the tax liability from the vesting, 879 shares were withheld/disposed (code F) at $229.68 each, totaling $201,889. Net shares delivered to the reporting person after withholding were 2,112 (2,991 − 879).

Key Details

  • Transaction date: February 12, 2026 (filing date: Feb 17, 2026).
  • Award: 2,991 PSUs vested; payout at 119.57% of target (per footnote).
  • Tax withholding: 879 shares withheld at $229.68/share for $201,889 (disposition code F).
  • Net shares issued to insider: 2,112.
  • Footnotes: Vesting resulted from a 2023 PSU award granted Feb 16, 2023; dividend equivalents paid in cash. Filing also notes indirect holdings via PNC’s Incentive Savings Plan (401(k) unitized fund).
  • Timeliness: Filing was submitted five days after the transaction date; Form 4s are typically due within two business days, so this appears later than usual (the filing lists the Feb 17, 2026 accession).

Context This was a routine vesting of performance-based restricted stock units rather than an open-market purchase or voluntary sale. The 879-share disposition was a tax-withholding action (common in equity compensation settlements) rather than an indicative sale of remaining holdings. For retail investors, awards vesting tied to performance (here paid out at 119.57% of target) reflect compensation outcomes but do not necessarily signal the insider’s personal view to buy or sell additional shares.

Insider Transaction Report

Form 4
Period: 2026-02-12
Juchno Stacy M.
Executive Vice President
Transactions
  • Award

    $5 Par Common Stock

    [F1]
    2026-02-12+2,99122,658 total
  • Tax Payment

    $5 Par Common Stock

    [F2]
    2026-02-12$229.68/sh879$201,88921,779 total
Holdings
  • $5 Par Common Stock

    [F3]
    (indirect: By 401(k))
    117
Footnotes (3)
  • [F1]On February 12, 2026, 2,991 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.
Signature
Laura Gleason, Attorney-in-Fact for Stacy M. Juchno|2026-02-17

Documents

1 file
  • 4
    wk-form4_1771370827.xmlPrimary

    FORM 4