PNC FINANCIAL SERVICES GROUP, INC.·4

Feb 18, 4:52 PM ET

Juchno Stacy M. 4

4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026

Research Summary

AI-generated summary of this filing

Updated

PNC (PNC) EVP Stacy Juchno Receives RSU Vesting; Shares Withheld

What Happened

  • Stacy M. Juchno, Executive Vice President of PNC Financial Services Group (PNC), had restricted stock units (RSUs) vest in mid-February 2026. A total of 1,838 shares vested across three awards: 605 shares (2025 RSUs) on Feb 14, 677 shares (2024 RSUs) on Feb 16, and 556 shares (2023 RSUs) on Feb 16. The vested shares were issued at no cash purchase price (award/acquisition code A).
  • To cover tax liabilities, 596 vested shares were withheld (reported as dispositions under code F) at $229.32 per share, generating approximately $136,674 in value. After withholding, the reporting person netted 1,242 shares.

Key Details

  • Transaction dates and prices:
    • Feb 14, 2026: 605 shares vested (2025 RSUs); 173 shares withheld for taxes at $229.32 (≈ $39,672).
    • Feb 16, 2026: 677 shares vested (2024 RSUs); 264 shares withheld for taxes at $229.32 (≈ $60,540).
    • Feb 16, 2026: 556 shares vested (2023 RSUs); 159 shares withheld for taxes at $229.32 (≈ $36,462).
  • Shares vested (total): 1,838. Shares withheld/disposed for taxes: 596. Net shares received: 1,242.
  • Shares owned after transaction: Not specified in the filing.
  • Notable footnotes: Vesting and payouts were approved by PNC’s Human Resources Committee and paid in shares; accrued dividend equivalents were paid in cash (see F1–F6). F7 notes indirect holdings in the company 401(k) plan (ISP fund).
  • Filing date: Form filed Feb 18, 2026 reporting Feb 14 and Feb 16 transactions; the filing itself does not state a tardiness flag.

Context

  • These transactions reflect RSU vesting and routine share withholding to satisfy tax obligations, not an open-market purchase or voluntary sale. Dispositions reported under code F are tax-withholding share redemptions (a common, non-discretionary event).
  • For retail investors: vesting awards increase insider exposure (net shares received), while the withheld shares simply cover payroll taxes and do not necessarily signal intent to trade additional shares.

Insider Transaction Report

Form 4
Period: 2026-02-14
Juchno Stacy M.
Executive Vice President
Transactions
  • Award

    $5 Par Common Stock

    [F1]
    2026-02-14+60522,384 total
  • Tax Payment

    $5 Par Common Stock

    [F2]
    2026-02-14$229.32/sh173$39,67222,211 total
  • Award

    $5 Par Common Stock

    [F3]
    2026-02-16+67722,888 total
  • Tax Payment

    $5 Par Common Stock

    [F4]
    2026-02-16$229.32/sh264$60,54022,624 total
  • Award

    $5 Par Common Stock

    [F5]
    2026-02-16+55623,180 total
  • Tax Payment

    $5 Par Common Stock

    [F6]
    2026-02-16$229.32/sh159$36,46223,021 total
Holdings
  • $5 Par Common Stock

    [F7]
    (indirect: By 401(k))
    117
Footnotes (7)
  • [F1]On February 14, 2026, 605 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]On February 16, 2026, 677 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2024 (the "2024 RSUs"), following approval by 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 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, 556 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person on February 16, 2023 (the "2023 RSUs"), following approval by 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 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.
  • [F7]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|2026-02-18

Documents

1 file
  • 4
    wk-form4_1771451517.xmlPrimary

    FORM 4