PNC FINANCIAL SERVICES GROUP, INC.·4

Feb 18, 4:52 PM ET

Overstrom Alexander E. C. 4

Research Summary

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Updated

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.