DEMCHAK WILLIAM S 4

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.