Long Laura L 4

What Happened

• Laura L. Long, Executive Vice President of PNC Financial Services Group (PNC), had 572 restricted stock units (RSUs) vest on Feb 14, 2026 and received 572 shares of PNC common stock (award code A).
• To cover tax obligations, shares were withheld/disposed: 201 shares on Feb 14 for $46,093, and two withholdings on Feb 16 of 267 shares ($61,228) and 206 shares ($47,240), all at $229.32 per share (transaction code F). Total proceeds/withholdings reported = $154,561.
• This was a vesting/award event (not an open-market sale or purchase by the insider); the disposals were tax withholdings rather than a directional sale.

Key Details

• Transaction dates: Vesting on 2026-02-14 (award); tax withholding dispositions on 2026-02-14 and 2026-02-16. Price for withheld shares: $229.32.
• Shares received: 572 shares from vesting of 2025 RSUs. Shares disposed (withheld for taxes): 201, 267, and 206 shares (total 674 shares withheld across events; some withholdings relate to previously reported RSU vestings—see footnote).
• Footnotes: F1 — 572 RSUs vested from a 2025 RSU award after committee approval and payout at 100% based on service and performance; dividend equivalents are paid in cash. F2 — 201 shares withheld to cover tax liability from the 2025 RSU vesting. F3 — 267 and 206 shares withheld to cover tax liability from previously reported RSU vestings.
• Shares owned after the transactions: not specified in the filing.
• Filing: Report filed 2026-02-18 covering transactions dated 2026-02-14; the form does not indicate a late filing.

Context

• This filing reflects an executive RSU vesting event and routine share withholding to satisfy tax withholding obligations—not a discretionary market sale indicating a change in sentiment.
• For retail investors, award vestings increase insider-held shares but withholding reduces net shares received; the withheld shares here primarily served tax obligations rather than an active sale for investment purposes.