[Form 3] PNC FINANCIAL SERVICES GROUP, INC. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Amy Wierenga, identified as Executive Vice President and an officer of PNC Financial Services Group (PNC), filed an initial Form 3 reporting beneficial ownership of 24,847 shares of $5 par common stock in the form of restricted share units. The filing lists a detailed vesting schedule: 1,586 shares vesting on February 14 of 2026, 2027 and 2028; 13,524 shares on April 18, 2027; 1,641 shares on April 17 of 2028 and 2029; and 3,283 shares on April 17, 2030. The form was signed by Laura Gleason as attorney-in-fact for Ms. Wierenga on 09/16/2025, reporting the event date of 09/08/2025.

Positive

• Transparent disclosure of 24,847 restricted share units with a clear vesting schedule
• Executive alignment through multi-year vesting that ties equity to continued service

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer filing reports 24,847 restricted share units with a multi-year vesting schedule; routine disclosure for executive compensation governance.

The Form 3 discloses Ms. Wierenga's initial beneficial ownership as an executive officer through restricted share units rather than immediately vested shares, which aligns ownership incentives with multi-year tenure. The detailed vesting dates provide transparency on when shares may become exercisable or convertible to common stock. This is a standard Section 16 disclosure and does not indicate any transfers, sales, or unusual arrangements beyond the vesting schedule provided.

Securities Analyst

TL;DR: Ownership disclosed is limited to 24,847 RSUs; no derivative positions or transactions reported, so immediate market impact is unlikely.

The filing lists only non-derivative restricted share units totaling 24,847 with explicit vesting milestones through 2030. There are no options, sales, pledges, or indirect ownership structures disclosed. As a Form 3, this establishes baseline reporting for future Section 16 activity but contains no metrics that would materially alter valuation or near-term liquidity expectations.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Wierenga Amy

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/08/2025

3. Issuer Name and Ticker or Trading Symbol
PNC FINANCIAL SERVICES GROUP, INC. [ PNC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
$5 Par Common Stock	24,847(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 24,847 restricted share units that vest as follows: 1,586 shares will vest on February 14, 2026, 1,586 shares will vest on February 14, 2027, 13,524 shares will vest on April 18, 2027, 1,586 shares will vest on February 14, 2028, 1,641 shares will vest April 17, 2028, 1,641 shares will vest on April 17, 2029, and 3,283 shares will vest on April 17, 2030.

Remarks:

	Laura Gleason, Attorney-in-Fact for Amy Wierenga	09/16/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Amy Wierenga report on the Form 3 for PNC (PNC)?

The Form 3 reports ownership of 24,847 restricted share units in PNC, filed as an initial beneficial ownership statement.

What is Amy Wierenga's role at PNC as indicated on the filing?

The filing lists Amy Wierenga as an Executive Vice President and an officer of PNC.

When are the restricted share units scheduled to vest?

Vesting dates include Feb 14, 2026; Feb 14, 2027; Apr 18, 2027; Feb 14, 2028; Apr 17, 2028; Apr 17, 2029; Apr 17, 2030 with amounts specified in the filing.

Did the Form 3 report any derivative securities or sales?

No. The filing reports only non-derivative restricted share units and no derivative positions, sales, or transfers.

Who signed the Form 3 and when was it filed?

The form was signed by Laura Gleason, Attorney-in-Fact for Amy Wierenga on 09/16/2025, reporting the event date of 09/08/2025.