Reilly Robert Q 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC EVP Robert Q. Reilly Receives RSU Awards; Shares Withheld
What Happened
- Robert Q. Reilly, Executive Vice President of PNC Financial Services Group (PNC), had restricted stock units (RSUs) vest on Feb 14 and Feb 16, 2026. A total of 7,998 shares vested (3,094 + 2,587 + 2,317). To cover withholding tax obligations, 3,206 shares were withheld (1,240 + 1,037 + 929) and disposed at $229.32 per share, producing aggregate proceeds of $735,200. The RSU payouts were approved by PNC’s Human Resources Committee and pay out in shares (dividend equivalents paid in cash).
Key Details
- Transaction dates and prices:
- Feb 14, 2026: 3,094 RSU shares vested; 1,240 shares withheld for taxes at $229.32 (proceeds $284,357).
- Feb 16, 2026: 2,587 RSU shares vested; 1,037 shares withheld for taxes at $229.32 (proceeds $237,805).
- Feb 16, 2026: 2,317 RSU shares vested; 929 shares withheld for taxes at $229.32 (proceeds $213,038).
- Total vested: 7,998 shares. Total withheld/disposed for taxes: 3,206 shares (total proceeds $735,200). Net shares retained from vesting: 4,792.
- Notable footnotes: Vesting events relate to RSU awards granted in 2023, 2024 and 2025; payouts were 100% based on service and risk-based performance criteria. Withheld shares represent tax withholding (transaction code F). Dividend equivalents, if any, were paid in cash.
- Filing/timeliness: Form 4 filed Feb 18, 2026 covering Feb 14 and Feb 16 transactions; this appears timely (filed within the usual two-business-day window).
Context
- These transactions are award vesting and routine tax withholding, not open‑market purchases or discretionary sales. For retail investors, vesting/withholding events typically reflect compensation mechanics rather than a direct trading view by the insider. The filing shows the company granted RSUs in prior years that paid out in shares upon committee-approved vesting.
Insider Transaction Report
Form 4
Reilly Robert Q
Executive Vice President
Transactions
- Award
$5 Par Common Stock
[F1]2026-02-14+3,094→ 180,778 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−1,240$284,357→ 179,538 total - Award
$5 Par Common Stock
[F3]2026-02-16+2,587→ 182,125 total - Tax Payment
$5 Par Common Stock
[F4]2026-02-16$229.32/sh−1,037$237,805→ 181,088 total - Award
$5 Par Common Stock
[F5]2026-02-16+2,317→ 183,405 total - Tax Payment
$5 Par Common Stock
[F6]2026-02-16$229.32/sh−929$213,038→ 182,476 total
Holdings
- 1,877(indirect: By 401(k))
$5 Par Common Stock
[F7]
Footnotes (7)
- [F1]On February 14, 2026, 3,094 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, 2,587 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, 2,317 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 Robert Q. Reilly|2026-02-18