Overstrom Alexander E. C. 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC (PNC) EVP Alexander Overstrom Sells Shares, Receives RSU Awards
What Happened
- Alexander E. C. Overstrom, Executive Vice President of PNC Financial Services Group, had 5,090 restricted stock units (RSUs) vest across Feb 14–16, 2026 (from awards granted in 2023–2025). Of those, 2,216 shares were withheld to cover income tax liabilities (net-share settlement) and 2,500 shares were sold in an open-market trade.
- Specifics: 2,063 RSUs vested on Feb 14 (2,063 acquired; 898 withheld for taxes valued at $205,929), 1,881 RSUs vested on Feb 16 (1,881 acquired; 819 withheld valued at $187,813), and 1,146 RSUs vested on Feb 16 (1,146 acquired; 499 withheld valued at $114,431). On Feb 18, 2026, 2,500 shares were sold open market at $233.91 for $584,775.
- Net effect of these events: 5,090 shares vested, 4,716 shares were disposed (2,216 withheld for taxes + 2,500 sold), leaving a net increase of 374 shares from the vesting events. Total value involved in withheld shares ≈ $508,173; open-market sale proceeds ≈ $584,775.
Key Details
- Transaction dates & prices:
- Feb 14, 2026: 2,063 RSUs vested (898 shares withheld @ $229.32 = $205,929).
- Feb 16, 2026: 1,881 RSUs vested (819 shares withheld @ $229.32 = $187,813).
- Feb 16, 2026: 1,146 RSUs vested (499 shares withheld @ $229.32 = $114,431).
- Feb 18, 2026: Open-market sale of 2,500 shares @ $233.91 = $584,775.
- Shares owned after transaction: the filing does not state total PNC holdings beyond the net +374 shares retained from these vesting events.
- Footnotes: Vesting approvals by the Human Resources Committee; payouts were 100% based on service and risk‑based performance criteria. RSUs pay out in PNC common stock; accrued dividend equivalents are paid in cash.
- Transaction codes: A = award/acquisition (RSU vesting), F = shares withheld to cover tax liability, S = open-market sale.
- Filing timeliness: The Form 4 was filed Feb 18, 2026 reporting transactions from Feb 14–18, 2026. The filing does not indicate a late report.
Context
- These transactions reflect standard RSU vesting with net-share settlement to cover taxes (F) and a subsequent open-market sale (S). The withheld shares are not a separate discretionary sale but a tax-withholding mechanism; the Feb 18 sale was an ordinary open-market disposition.
Insider Transaction Report
Form 4
Overstrom Alexander E. C.
Executive Vice President
Transactions
- Award
$5 Par Common Stock
[F1]2026-02-14+2,063→ 22,809 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−898$205,929→ 21,911 total - Award
$5 Par Common Stock
[F3]2026-02-16+1,881→ 23,792 total - Tax Payment
$5 Par Common Stock
[F4]2026-02-16$229.32/sh−819$187,813→ 22,973 total - Award
$5 Par Common Stock
[F5]2026-02-16+1,146→ 24,119 total - Tax Payment
$5 Par Common Stock
[F6]2026-02-16$229.32/sh−499$114,431→ 23,620 total - Sale
$5 Par Common Stock
2026-02-18$233.91/sh−2,500$584,775→ 21,120 total
Footnotes (6)
- [F1]On February 14, 2026, 2,063 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, 1,881 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, 1,146 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.
Signature
Laura Gleason, Attorney-in-Fact for Alexander E. Overstrom|2026-02-18