Henn Vicki C. 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
PNC EVP Vicki Henn Receives RSU Vesting; Shares Withheld for Taxes
What Happened
Vicki C. Henn, Executive Vice President of PNC Financial Services Group (PNC), received vesting awards of restricted stock units (RSUs) on Feb 14 and Feb 16, 2026. A total of 4,067 shares vested (1,547 on 2/14; 1,340 and 1,180 on 2/16). To cover tax withholding, 1,987 vested shares were surrendered (disposed) at $229.32 per share for a total withholding of $455,658, leaving Henn with a net gain of 2,080 shares. The vested RSUs were paid in PNC common stock; dividend equivalents, if any, were paid in cash.
Key Details
- Transaction dates & actions:
- 2026-02-14: 1,547 RSUs vested (A); 757 shares withheld for taxes (F) @ $229.32 = $173,595
- 2026-02-16: 1,340 RSUs vested (A); 654 shares withheld for taxes (F) @ $229.32 = $149,975
- 2026-02-16: 1,180 RSUs vested (A); 576 shares withheld for taxes (F) @ $229.32 = $132,088
- Totals: 4,067 RSUs vested; 1,987 shares withheld; $455,658 withheld; net +2,080 shares to Henn.
- Price reported for withheld/disposed shares: $229.32 per share.
- Shares owned after transaction: Not disclosed in this Form 4.
- Footnotes: Vests were 100% payouts of RSU awards granted in 2023, 2024 and 2025, approved by the Human Resources Committee and subject to service and risk‑based performance criteria; dividend equivalents paid in cash.
- Transaction codes: A = Award/Grant (vesting); F = Payment of exercise price or tax liability (shares withheld to cover taxes).
- Filing: Report filed Feb 18, 2026; transactions occurred Feb 14 and Feb 16, 2026. The Form does not indicate any special trading plan (e.g., 10b5-1).
Context
This was a routine RSU vesting event, not an open-market sale or purchase. The withheld-share disposals are standard cash‑settlement/tax‑withholding treatment (often called share withholding) and do not necessarily indicate a change in insider sentiment. Purchases are generally more informative about insider conviction; vesting and tax-withholding are common compensation mechanics. The filing also notes indirect holdings under PNC’s Incentive Savings Plan (ISP), which are not directly allocated shares and fluctuate without the reporting person's discretion.
Insider Transaction Report
- Award
$5 Par Common Stock
[F1]2026-02-14+1,547→ 50,741 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-14$229.32/sh−757$173,595→ 49,984 total - Award
$5 Par Common Stock
[F3]2026-02-16+1,340→ 51,324 total - Tax Payment
$5 Par Common Stock
[F4]2026-02-16$229.32/sh−654$149,975→ 50,670 total - Award
$5 Par Common Stock
[F5]2026-02-16+1,180→ 51,850 total - Tax Payment
$5 Par Common Stock
[F6]2026-02-16$229.32/sh−576$132,088→ 51,274 total
- 18(indirect: By 401(k))
$5 Par Common Stock
[F7]
Footnotes (7)
- [F1]On February 14, 2026, 1,547 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, 1,340 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, 1,180 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.
- [F7]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.