DEMCHAK WILLIAM S 4

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.