Kozich Gregory H 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC (PNC) Controller Gregory Kozich Receives RSU Awards
What Happened
- Gregory H. Kozich, Controller of PNC Financial Services Group (PNC), received vested restricted share units (RSUs) that paid out in common stock. A total of 2,157 shares vested across awards from 2023, 2024 and 2025: 657 shares on Feb 14, 2026 and 1,500 shares (784 + 716) on Feb 16, 2026.
- To cover tax withholding related to the vesting, 564 shares were withheld (172, 205, and 187 shares on the respective vesting dates) at a withholding price of $229.32 per share, totaling $129,337. The RSU awards themselves were paid out at $0 acquisition cost to the reporting person (typical for vested RSUs).
Key Details
- Transaction dates: Feb 14, 2026 (657 shares vested) and Feb 16, 2026 (784 and 716 shares vested).
- Withheld for taxes (cashless withholding): 172 shares (Feb 14), 205 shares (Feb 16), 187 shares (Feb 16); withholding price $229.32/share; total withheld cash value reported $129,337.
- Gross shares vested: 2,157; net shares issued to Kozich after withholding: 1,593.
- Transaction codes: A = award/acquisition (RSU vesting); F = shares withheld to cover tax liability.
- Footnotes: Vesting tied to service requirements and achievement of risk‑based performance criteria for 2023, 2024 and 2025 RSU awards; RSUs pay out in PNC common stock and accrued dividend equivalents are paid in cash (see F1–F6).
- Shares owned after the transactions: not specified in the provided filing excerpt.
- Filing: Form 4 filed Feb 18, 2026 reporting vestings on Feb 14 and Feb 16, 2026. No explicit late-filing flag is noted in the excerpt; check the SEC filing page for official timeliness details.
Context
- These transactions are vesting of company RSUs, not open-market buys or sales. The "disposals" reported are standard cashless tax withholdings (code F), not voluntary sales — they do not necessarily signal a change in the insider’s view of the company.
Insider Transaction Report
Form 4
Kozich Gregory H
Controller
Transactions
- Award
$5 Par Common Stock
[F1]2026-02-14+657→ 17,345 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−172$39,443→ 17,173 total - Award
$5 Par Common Stock
[F3]2026-02-16+784→ 17,957 total - Tax Payment
$5 Par Common Stock
[F4]2026-02-16$229.32/sh−205$47,011→ 17,752 total - Award
$5 Par Common Stock
[F5]2026-02-16+716→ 18,468 total - Tax Payment
$5 Par Common Stock
[F6]2026-02-16$229.32/sh−187$42,883→ 18,281 total
Footnotes (6)
- [F1]On February 14, 2026, 657 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2025 (the "2025 RSUs"), based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2025 RSUs 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 2025 RSUs.
- [F3]On February 16, 2026, 784 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2024 (the "2024 RSUs"), based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2024 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.
- [F4]Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2024 RSUs.
- [F5]On February 16, 2026, 716 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2023 (the "2023 RSUs"), based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2023 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.
- [F6]Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.
Signature
Laura Gleason, Attorney-in-Fact for Gregory H. Kozich|2026-02-18