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PNC FINANCIAL SERVICES GROUP, INC.·4

Feb 18, 4:53 PM ET

Henn Vicki C. 4

Research Summary

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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.