DEMCHAK WILLIAM S 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC CEO William Demchak Receives RSU Awards; Withholds Shares
What Happened
- William S. Demchak, Chairman & CEO of PNC Financial Services Group (PNC), received two restricted stock unit (RSU) payouts: 12,033 shares vested on Feb 14, 2026 and 10,740 shares vested on Feb 16, 2026 (total 22,773 shares). The reported acquisition price for the vested RSUs is $0.00 (they were issued on vesting).
- To satisfy tax withholding obligations, 5,183 shares were withheld on Feb 14 (reported disposal at $229.32/share; $1,188,566) and 4,626 shares were withheld on Feb 16 (disposed at $229.32/share; $1,060,834), totaling 9,809 shares withheld (~$2.25M).
Key Details
- Transaction types: A = Award/Grant (vesting of RSUs); F = Shares withheld to cover tax liability.
- Dates and prices: Feb 14, 2026 — 12,033 RSUs vested; 5,183 shares withheld at $229.32; Feb 16, 2026 — 10,740 RSUs vested; 4,626 shares withheld at $229.32.
- Shares acquired on vesting: 22,773. Shares withheld for taxes (disposed): 9,809 (~$2,249,400).
- Shares owned after transaction: not specified in the excerpted data.
- Footnotes: Vesting followed committee approval and payout at 100% for service and risk-based performance criteria (2025 RSUs and 2023 RSUs). Withheld shares represent tax withholding. The filing was submitted on Feb 18, 2026 and is timely relative to the reported transaction dates.
Context
- These transactions are compensation-related (RSU vesting) rather than open-market purchases or sales driven by investment intent; withholding of shares to pay taxes is a routine administrative action (commonly shown with code F).
- The $0.00 acquisition price reflects issuance on vesting. The withheld-share dispositions are effectively a cashless tax-withholding mechanism and should not be interpreted as an active sale for investment reasons.
Insider Transaction Report
Form 4
DEMCHAK WILLIAM S
DirectorCEO
Transactions
- Award
$5 Par Common Stock
[F1]2026-02-14+12,033→ 596,571 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−5,183$1,188,566→ 591,388 total - Award
$5 Par Common Stock
[F3]2026-02-16+10,740→ 602,128 total - Tax Payment
$5 Par Common Stock
[F4]2026-02-16$229.32/sh−4,626$1,060,834→ 597,502 total
Holdings
- 2,775(indirect: By 401(k))
$5 Par Common Stock
[F5]
Footnotes (5)
- [F1]On February 14, 2026, 12,033 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, 10,740 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.
- [F4]Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 RSUs.
- [F5]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 William S. Demchak|2026-02-18