Kozich Gregory H 4

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.