Novosel Stephanie 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC EVP Stephanie Novosel Receives RSU Award; Shares Withheld
What Happened
- Stephanie Novosel, Executive Vice President of PNC Financial Services Group (PNC), had 572 restricted stock units (RSUs) vest on Feb 14, 2026 (reported as an acquisition at $0.00 per share). To satisfy tax withholding obligations, a total of 662 shares were withheld/disposed across transactions on Feb 14 and Feb 16, 2026 at $229.32 per share (150 shares = $34,398; 278 shares = $63,751; 234 shares = $53,661), totaling approximately $151,810. This was a compensatory RSU payout and routine tax withholding rather than an open‑market sale.
Key Details
- Transaction dates and prices:
- 2026-02-14: 572 shares acquired (vested RSUs) @ $0.00.
- 2026-02-14: 150 shares withheld @ $229.32 (disposed) = $34,398.
- 2026-02-16: 278 shares withheld @ $229.32 (disposed) = $63,751.
- 2026-02-16: 234 shares withheld @ $229.32 (disposed) = $53,661.
- Total withheld/disposed: 662 shares for tax withholding; total cash value ≈ $151,810.
- Net share change from these transactions: acquired 572, disposed 662 → net -90 shares.
- Shares owned after transaction: not specified on this Form 4. Footnote notes additional indirect holdings in the PNC Incentive Savings Plan (ISP) unitized fund.
- Notable footnotes:
- F1: 572 RSUs vested (award originally granted 2/14/2025); dividend equivalents paid in cash.
- F2/F3: Withheld shares represent tax withholding for the 2025 RSUs and for previously reported RSUs.
- F4: Describes ISP holdings (unitized fund, not direct share allocation).
- Filing: Report filed Feb 18, 2026, covering transactions on Feb 14 and Feb 16, 2026; no late filing indicated in the report.
Context
- This was a vesting and tax‑withholding event (common when RSUs pay out). The withheld/disposed shares were used to cover tax liabilities, not an open‑market sale expressing a trading view. RSUs payout in shares and any accrued dividend equivalents are paid in cash per the filing.
Insider Transaction Report
Form 4
Novosel Stephanie
Executive Vice President
Transactions
- Award
$5 Par Common Stock
[F1]2026-02-14+572→ 5,569 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−150$34,398→ 5,419 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−278$63,751→ 5,141 total - Tax Payment
$5 Par Common Stock
[F3]2026-02-16$229.32/sh−234$53,661→ 4,907 total
Holdings
- 1,236(indirect: By 401(k))
$5 Par Common Stock
[F4]
Footnotes (4)
- [F1]On February 14, 2026, 572 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.
- [F4]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 Stephanie Novosel|2026-02-18