Juchno Stacy M. 4

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.