PNC Financial Services Group SEC Filings

PNC Financial Services Group, Inc. director Bryan S. Salesky reported compensation-related equity holdings and activity as of 01/02/2026. He acquired 124 phantom stock units tied to PNC common stock at a reported price of $211.46 per unit, held 2,031 phantom stock units indirectly through a Deferred Compensation Plan, and held 4,824 deferred stock units (DSUs) directly under PNC's 2016 Incentive Award Plan.

Each phantom stock unit is the economic equivalent of one share of PNC common stock and will be settled in cash upon distribution, while each DSU represents the right to receive at retirement one share of PNC common stock or, in limited circumstances, cash equal to the fair market value of a share. Both phantom stock units and DSUs include additional units credited as dividend equivalents in transactions exempt from reporting.

The PNC Financial Services Group, Inc. director Andrew T. Feldstein reported changes in his deferred equity-based holdings. On 01/02/2026, he acquired 183 phantom stock units linked to PNC $5 par common stock at a reference price of $211.46 per share, held indirectly through a Deferred Compensation Plan.

After this transaction, he beneficially owned 20,332 phantom stock units in the Deferred Compensation Plan, 6,371 phantom stock units in the Outside Directors Deferred Stock Unit Plan, and 11,639 deferred stock units (DSUs) directly. Each phantom stock unit is the economic equivalent of one share of PNC common stock and is settled in cash. Each DSU generally represents the right to receive one share of PNC common stock at retirement, or in limited cases cash equal to the share’s fair market value.

PNC Financial Services Group director updates deferred stock holdings. On 01/02/2026, the reporting person acquired 31 phantom stock units tied to PNC common stock at a reference price of $211.46 per unit under a deferred compensation arrangement. After this transaction, the reporting person held 189 phantom stock units indirectly through a Deferred Compensation Plan.

The filing also shows 1,228 deferred stock units granted under PNC’s 2016 Incentive Award Plan, held directly. Each phantom stock unit is the economic equivalent of one share of PNC common stock and is settled in cash upon distribution, while each deferred stock unit represents the right at retirement to receive one share of PNC common stock or, in limited circumstances, cash equal to its fair market value. Some units were accumulated as dividend equivalents in exempt transactions.

PNC Financial Services Group, Inc. reported an equity-related transaction by a director. On 01/02/2026, the reporting person acquired 124 phantom stock units, each economically equivalent to one share of PNC common stock, at a reference price of $211.46 per underlying share. After this transaction, the reporting person beneficially owned 3,248 phantom stock units indirectly through a Deferred Compensation Plan and 3,821 deferred stock units (DSUs) directly under PNC’s 2016 Incentive Award Plan. Phantom stock units are settled in cash, while each DSU represents the right at retirement to receive one share of PNC common stock or, in limited circumstances, cash equal to the fair market value of one share.

PNC Financial Services Group director Debra A. Cafaro reported changes in her deferred equity-based holdings. On 01/02/2026, she acquired 124 phantom stock units, each tied economically to one share of PNC common stock, at a reference price of $211.46 per share. These phantom units are held indirectly in a PNC Deferred Compensation Plan and are settled in cash at distribution.

After this transaction, Cafaro beneficially owned 9,074 phantom stock units indirectly through the Deferred Compensation Plan and 10,070 deferred stock units (DSUs) directly under the PNC Directors Deferred Stock Unit Program. Each DSU represents the right to receive, generally at retirement, one share of PNC common stock or, in limited cases, cash equal to its fair market value.

PNC Financial Services Group director reports equity-linked awards. On 01/02/2026, the reporting person acquired 62 phantom stock units tied to PNC common stock at a reference price of $211.46 per unit. Each phantom unit is economically equivalent to one PNC share and will be settled in cash, generally without expiration.

Following this transaction, the director beneficially owns 1,818 phantom stock units indirectly through a deferred compensation plan and 4,824 deferred stock units directly under the PNC Directors Deferred Stock Unit Program. Each deferred stock unit represents the right to receive one PNC share at retirement, or in limited cases cash equal to the share’s fair market value.

The PNC Financial Services Group director reports new deferred compensation units. On 01/02/2026, director Richard J. Harshman acquired 31 phantom stock units tied to PNC common stock at a reference price of $211.46 per unit under a deferred compensation arrangement. After this transaction, he indirectly holds 2,134 phantom stock units through the PNC Deferred Compensation Plan and directly holds 8,788 deferred stock units (DSUs) under the PNC Directors Deferred Stock Unit Program. Each phantom stock unit is economically equivalent to one share of PNC common stock and is settled in cash, while each DSU generally represents the right to receive one share of PNC common stock at retirement, with both types of units also accumulating dividend equivalents.

The PNC Financial Services Group, Inc. established a new class of preferred stock in connection with its acquisition of FirstBank Holding Company. PNC created the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X, with 200,000 authorized shares, and issued 115,200 shares of this Series X preferred to former holders of FirstBank’s 7.250% Series B preferred stock at the effective time of the first merger step.

The new Series X preferred ranks senior to PNC common stock for dividends and liquidation, and on parity with other series of PNC preferred stock that are designated to rank equally. Holders have no conversion rights into other PNC securities, and PNC generally cannot pay dividends on junior securities unless dividends on Series X for the latest period are paid or set aside. PNC also confirmed that the two-step merger with FirstBank has been completed and disclosed a related press release.

The PNC Financial Services Group, Inc. is registering an additional $155,500,000 of unsecured deferred compensation obligations under two nonqualified plans. The filing covers $150,000,000 of obligations under The PNC Financial Services Group, Inc. and Affiliates Deferred Compensation and Incentive Plan for certain management and highly compensated employees, and $5,500,000 under The PNC Financial Services Group, Inc. Directors Deferred Compensation Plan for non-employee directors.

Participants in both plans may voluntarily defer eligible compensation, allocate it among investment options, and receive future cash distributions in lump sums or installments, including special rules for retirement, death and unforeseeable emergencies. The obligations are general unsecured promises of PNC, governed by Pennsylvania law, and the company describes indemnification protections for its directors and officers and lists related governing documents and opinions as exhibits.