Novosel Stephanie 4

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.