Schab Amanda Rosseter 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

PNC EVP Amanda Rosseter Schab Receives 378-Share RSU Award

What Happened

Amanda Rosseter Schab, Executive Vice President at PNC Financial Services Group (PNC), had 378 restricted stock units (RSUs) vest on Feb 14, 2026. The RSUs paid out in 378 shares of PNC common stock (award code A).
To satisfy tax withholding obligations related to the vesting and prior RSU awards, 531 shares were withheld/disposed across transactions on Feb 14 and Feb 16, 2026 (transaction code F). The withheld shares were recorded at $229.32 per share, totaling $121,769. Any accrued dividend equivalents on the RSUs were paid in cash per the award terms.
These actions reflect an award vesting and routine tax-withholding; withholding/dispositions to cover taxes are common and not necessarily a market sentiment signal.

Key Details

Transaction dates and amounts:
- 2026-02-14: 378 shares vested (award, $0 acquisition price for award); 132 shares withheld for taxes (disposed) at $229.32 = $30,270.
- 2026-02-16: 216 shares withheld at $229.32 = $49,533; 183 shares withheld at $229.32 = $41,966.
- Total withheld/disposed: 531 shares; total value of withheld shares = $121,769.
Price used for withholding/disposition: $229.32 per share.
Shares owned after transaction: Not disclosed in the provided filing.
Footnotes: F1 — 378 RSUs vested from a 2025 RSU award after Committee approval and service/performance conditions; F2 — shares withheld to cover tax liability for the 2025 RSUs; F3 — shares withheld to cover tax liability for previously reported RSUs. RSUs pay out in shares and dividend equivalents are paid in cash.
Filing date: Feb 18, 2026; transaction date(s) reported: Feb 14 and Feb 16, 2026. (No late-filing status provided in the supplied data.)

Context

This was a vesting of RSUs (award), not an open-market purchase or discretionary sale. The subsequent share disposals were tax-withholding actions (a common cashless mechanism) rather than market-directed sell orders.
For retail investors, awards vesting and tax-withholding disposals are routine compensation mechanics and do not necessarily indicate the insider’s view on the company’s stock.

Form 4

Period: 2026-02-14

Executive Vice President

Transactions

Award
$5 Par Common Stock
[F1]
2026-02-14+378→ 7,468 total
Tax Payment
$5 Par Common Stock
[F2]
2026-02-14$229.32/sh−132$30,270→ 7,336 total
Tax Payment
$5 Par Common Stock
[F3]
2026-02-16$229.32/sh−216$49,533→ 7,120 total
Tax Payment
$5 Par Common Stock
[F3]
2026-02-16$229.32/sh−183$41,966→ 6,937 total

Footnotes (3)

[F1]On February 14, 2026, 378 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.

Signature

Laura Gleason, Attorney-in- Fact for Amanda Rosseter Schab|2026-02-18

1 file