Alexander E. C. Overstrom - 12 Feb 2026 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Role: Executive Vice President
Signature: Laura Gleason, Attorney-in-Fact for Alexander E. Overstrom
Issuer symbol: PNC
Transactions as of: 12 Feb 2026
Net transactions value: -$471,303
Form type: 4
Filing time: 17 Feb 2026, 18:26:52 UTC
Previous filing: 12 Sep 2025
Next filing: 18 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Overstrom Alexander E. C.	Executive Vice President	THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH	Laura Gleason, Attorney-in-Fact for Alexander E. Overstrom	17 Feb 2026	0001937206

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNC	$5 Par Common Stock	Award	$0	+6,163	+37%	$0.000000	22,798	12 Feb 2026	Direct	F1
transaction	PNC	$5 Par Common Stock	Tax liability	$471,303	-2,052	-9%	$229.68	20,746	12 Feb 2026	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On February 12, 2026, 6,163 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance share units granted to the reporting person on February 16, 2023 (the "2023 PSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 119.57% based on the satisfaction of the reporting person's service requirements and achievement against performance criteria established under the award. Pursuant to the award, the 2023 PSUs 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 2023 PSUs.

Content

On February 12, 2026, 6,163 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance share units granted to the reporting person on February 16, 2023 (the "2023 PSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 119.57% based on the satisfaction of the reporting person's service requirements and achievement against performance criteria established under the award. Pursuant to the award, the 2023 PSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2023 PSUs.