Cestello Louis Robert 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC EVP Louis Cestello Sells 4,279 Shares
What Happened
Louis Robert Cestello, Executive Vice President of PNC Financial Services Group (PNC), had 433 restricted stock units (RSUs) vest on Feb 14, 2026 and sold 4,279 shares in an open-market transaction on Feb 18, 2026. The 433 vested RSUs were issued at no cash cost to him; 122 of those shares were withheld to cover taxes. The open-market sale was 4,279 shares at $234.01 per share for total proceeds of $1,001,329.
Key Details
- Vesting/award: 433 shares vested on 2026-02-14 (reported as an award, acquired at $0.00). Any accrued dividend equivalents are paid in cash. (Footnote F1)
- Tax withholding: 122 shares withheld on 2026-02-14 to cover taxes related to the 2025 RSUs (value reported $27,977 at $229.32/share). (Footnote F2)
Additional withholdings on 2026-02-16: 352 shares ($80,721) and 306 shares ($70,172) at $229.32—these are to cover taxes for previously reported restricted share units. (Footnote F3) - Open-market sale: 4,279 shares sold on 2026-02-18 at $234.01 for $1,001,329 (reported as S).
- Shares owned after the transactions: not disclosed in the Form 4 filing.
- Filing date: Form 4 filed on 2026-02-18 and reports transactions dated Feb 14–18. Form 4s are generally due within two business days; the filing does not indicate a late-reporting notation.
Context
These entries reflect a common pattern: RSUs vesting (award) and shares being withheld to satisfy tax obligations (code F), followed by an open-market sale of shares (code S). Withholding to cover taxes is routine and not the same as a separate sell decision; the later open-market sale is a disposition of additional shares. This filing documents issued/vested stock and routine tax-related withholdings plus an open-market sale — factual reporting rather than an explicit signal of insider sentiment.
Insider Transaction Report
- Award
$5 Par Common Stock
[F1]2026-02-14+433→ 23,926 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−122$27,977→ 23,804 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−352$80,721→ 23,452 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−306$70,172→ 23,146 total - Sale
$5 Par Common Stock
2026-02-18$234.01/sh−4,279$1,001,329→ 18,867 total
Footnotes (3)
- [F1]On February 14, 2026, 433 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 14, 2025 (the "2025 RSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 100% 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]Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of restricted share units previously reported on Form 3.