Thomas Michael Duane 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC EVP Thomas Duane Receives RSU Award; Shares Withheld for Taxes
What Happened
Thomas Michael Duane, Executive Vice President of PNC Financial Services Group (PNC), had 1,753 restricted stock units (RSUs) vest on Feb 14, 2026 (award code A). To cover tax liabilities, a total of 1,026 shares were withheld (three dispositions coded F) at $229.32 per share, generating approximately $235,282 in tax withholdings. After withholding, Mr. Duane received a net 727 shares from the vesting. The RSUs were the 2025 RSUs that paid out 100% based on service and performance; any accrued dividend equivalents were paid in cash.
Key Details
- Transaction dates: Feb 14, 2026 (vesting and initial withholding); Feb 16, 2026 (additional withholdings).
- Grant/acquisition: 1,753 shares acquired via RSU vesting (code A) at $0.00 per share (typical for vested awards).
- Withheld/disposed for taxes: 454 shares on Feb 14 ($104,111), 341 shares on Feb 16 ($78,198), and 231 shares on Feb 16 ($52,973); all at $229.32 per share — total withheld value ≈ $235,282.
- Net shares received from this vesting: 727 shares (1,753 vested − 1,026 withheld).
- Footnotes: Vesting was of 2025 RSUs approved by the Human Resources Committee due to satisfied service and risk-based performance criteria; dividend equivalents paid in cash. Withholdings represent shares surrendered to cover tax obligations (codes F2 and F3).
- Filing: Form 4 filed Feb 18, 2026 reporting transactions on Feb 14 and Feb 16; filing appears timely.
Context
This was a routine RSU vesting event, not an open-market sale or purchase. Withholding shares to cover taxes is common and does not necessarily signal a deliberate market sale by the insider. For retail investors, direct purchases by insiders can be more informative of bullish conviction; tax-withholding dispositions are generally administrative.
Insider Transaction Report
- Award
$5 Par Common Stock
[F1]2026-02-14+1,753→ 7,555 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−454$104,111→ 7,101 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−341$78,198→ 6,760 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−231$52,973→ 6,529 total
Footnotes (3)
- [F1]On February 14, 2026, 1,753 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.