PNC director granted phantom and deferred units

Salesky Bryan Scott reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Salesky Bryan Scott reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Bryan Scott Salesky reported routine equity-based compensation awards. He received 184 phantom stock units on 2026-07-01, each economically equivalent to one share of PNC common stock and settled in cash under the Deferred Compensation Plan.

Following this grant, he held 2,372 phantom stock units indirectly in the plan. Separately, he directly held deferred stock units representing 5,736 underlying shares of PNC common stock, which are scheduled to be delivered at retirement under the directors’ deferred stock unit program.

Insider Trade Summary

Grant/Award: 184 shares

Grant/Award 2 txns

Insider Salesky Bryan Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	184	$251.62	$46K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 2,372 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 5,736 contracts (Direct)

Footnotes (4)

1. F1. One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
2. F2. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.
3. F3. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan. 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 one share of PNC common stock on the payment determination date, pursuant to the terms of the Program.
4. F4. Includes DSUs acquired by the reporting person as dividend equivalents under the Program in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

Key Figures

Phantom stock units granted: 184 units Phantom stock units after grant: 2,372 units Deferred stock units underlying shares: 5,736 shares +2 more

5 metrics

Phantom stock units granted 184 units Grant on July 1, 2026 under Deferred Compensation Plan

Phantom stock units after grant 2,372 units Total phantom stock units held indirectly after July 1, 2026

Deferred stock units underlying shares 5,736 shares Underlying PNC common stock for DSUs held directly

Phantom stock unit reference price $251.62 per unit Transaction price per phantom stock unit for 184-unit grant

Exercise price of units $0.00 Conversion or exercise price for phantom and deferred stock units

Key Terms

phantom stock unit, PNC Deferred Compensation Plan, Deferred stock units ("DSUs"), Directors Deferred Stock Unit Program, +1 more

5 terms

phantom stock unit financial

"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."

PNC Deferred Compensation Plan financial

"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"

Deferred stock units ("DSUs") financial

"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"

Directors Deferred Stock Unit Program financial

"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan"

equity incentive plan financial

"the Program under PNC's equity incentive plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

FAQ

What insider transaction did PNC (PNC) director Bryan Scott Salesky report?

Bryan Scott Salesky reported receiving 184 phantom stock units on July 1, 2026. These units are part of a deferred compensation arrangement, not an open-market stock purchase or sale, and provide economic exposure to PNC common stock through cash settlement at a future date.

What are phantom stock units in the PNC (PNC) deferred compensation plan?

Phantom stock units are bookkeeping units economically equivalent to one PNC common share. They are settled in cash upon distribution to the reporting person and generally do not expire, allowing directors or executives to defer compensation while tracking the value of PNC common stock over time.

How many phantom stock units does the PNC (PNC) director hold after this Form 4?

After the July 1, 2026 grant, the director held 2,372 phantom stock units under the PNC Deferred Compensation Plan. These units reflect deferred compensation tied to PNC’s share value and will be paid in cash according to the plan’s distribution terms.

What are deferred stock units (DSUs) reported by the PNC (PNC) director?

Deferred stock units are awards under PNC’s Directors Deferred Stock Unit Program. Each DSU represents the right to receive one share of PNC common stock at retirement, or in limited cases cash equal to its fair market value on the payment determination date, per program terms.

How many deferred stock units does the PNC (PNC) director hold?

The director reported holding deferred stock units representing 5,736 underlying shares of PNC common stock. These DSUs are scheduled to be settled at retirement under the directors’ deferred stock unit program, providing long-term equity-linked compensation rather than immediate share ownership.

Were these PNC (PNC) insider transactions open-market stock purchases or sales?

No, the reported transactions involve phantom stock units and deferred stock units granted under compensation and deferral programs. They are equity-linked awards and holdings, not open-market purchases or sales of PNC common stock, and are generally settled in cash or shares at future distribution dates.

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Available on EDGAR 07/06/2026 - 02:20 PM Accepted by SEC EDGAR 07/06/2026 - 02:20 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Salesky Bryan Scott

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15222

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Stock Unit	(1)	07/01/2026		A		184		(1)	(1)	$5 Par Common Stock	184	$251.62	2,372(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	5,736		5,736(4)	D

Explanation of Responses:

1. One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

2. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

3. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan. 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 one share of PNC common stock on the payment determination date, pursuant to the terms of the Program.

4. Includes DSUs acquired by the reporting person as dividend equivalents under the Program in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

Remarks:

	Laura Gleason, Attorney-in-Fact for Bryan S. Salesky	07/06/2026
	** 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 4 (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.
* Form 4: SEC 1474 (03-26)