DEMCHAK WILLIAM S 4
4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Feb 24, 2026
Research Summary
AI-generated summary of this filing
PNC CEO William Demchak Sells 50,000 Shares, Receives 11,897-Share Award
What Happened
William S. Demchak, CEO and Director of The PNC Financial Services Group, had 11,897 restricted stock units (RSUs) vest on Feb 20, 2026 (award originally granted Feb 20, 2024). Of those shares, 5,125 were withheld to cover tax liabilities (disposed) and 11,897 shares were issued to him as the award (acquired at $0 cost basis in the Form 4). Separately on Feb 20, 2026 he sold 50,000 shares in open-market transactions for total proceeds of approximately $11,544,000.
Key Details
- Transaction date: February 20, 2026; Form 4 filed February 24, 2026 (filed within the required reporting window).
- Award: 11,897 shares issued from 2024 RSUs (reported as acquisition, A) — RSUs pay out in shares; accrued dividend equivalents paid in cash (footnote).
- Tax withholding: 5,125 shares were withheld to cover tax liabilities (reported as F) at a weighted average price of $232.97, proceeds/coverage ≈ $1,193,971.
- Open-market sale: 50,000 shares sold (reported as S) at a weighted average price of $230.88, total proceeds ≈ $11,544,000; sale prices ranged from $230.67 to $231.35 per footnote.
- Shares owned after the transactions: not specified in the filing.
- Additional note: Reporting person will provide details of the number of shares sold at each separate price upon request (per footnote).
Context
This filing combines a compensation event (RSU vesting) with routine tax-withholding (share-surrender) and an open-market sale. The RSU payout is marked as 100% based on service and risk-based performance criteria set under the award. Tax-withholding via share surrender and subsequent open-market sales are common methods executives use to satisfy tax obligations or obtain liquidity; the filing itself does not state the insider’s motivation.
Insider Transaction Report
- Award
$5 Par Common Stock
[F1]2026-02-20+11,897→ 609,399 total - Tax Payment
$5 Par Common Stock
[F2]2026-02-20$232.97/sh−5,125$1,193,971→ 604,274 total - Sale
$5 Par Common Stock
[F3]2026-02-20$230.88/sh−50,000$11,544,000→ 554,274 total
- 2,775(indirect: By 401(k))
$5 Par Common Stock
[F4]
Footnotes (4)
- [F1]On February 20, 2026, 11,897 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 20, 2024 (the "2024 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 2024 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 2024 RSUs.
- [F3]Represents the weighted average price of shares sold in multiple transactions with prices ranging from $230.67 to $231.35. The reporting person undertakes to provide to the staff of the Securities and Exchange Commission, PNC or any security holder of PNC, upon request, full information regarding the number of shares sold at each separate price.
- [F4]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.