Reilly Robert Q 4

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.