[Form 4] PNC FINANCIAL SERVICES GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

Marjorie Rodgers Cheshire, a director of PNC Financial Services Group (PNC), filed a Form 4 reporting changes in her beneficial ownership dated 10/01/2025. The filing shows an acquisition of 67 phantom stock units under PNC’s deferred compensation structure at an indicated price reference of $198.44 per share equivalent. The report lists total phantom stock units beneficially owned following the transaction as 5,918 (held indirectly through a Deferred Compensation Plan) and 4,151 held indirectly through the Outside Directors Deferred Stock Unit Plan. The filing also records a disposition of 11,536 Deferred Stock Units under the Directors Deferred Stock Unit Program. Explanatory notes state phantom units are cash-settled equivalents to common stock and that some units reflect dividend equivalents received in transactions exempt from reporting.

Positive

• Acquired 67 phantom stock units on 10/01/2025
• Phantom units and DSUs are held indirectly through formal deferred compensation plans, reflecting routine director compensation
• Dividend equivalents were credited to phantom units and DSUs in exempt transactions, increasing holdings

Negative

• Disposition of 11,536 Deferred Stock Units reported on 10/01/2025
• Reported holdings include large deferred balances (e.g., 11,536 DSUs, 5,918 phantom units) which may affect future cash-settlement obligations

Insights

Corporate Insider Compliance Analyst

Director reported modest acquisition and larger DSU disposition on 10/01/2025.

The Form 4 documents an acquisition of 67 phantom stock units and a reported disposition of 11,536 Deferred Stock Units by Director Marjorie Rodgers Cheshire. Both holdings are reported as indirect through PNC compensation plans, consistent with typical director deferred-pay arrangements.

This filing is material to disclosure compliance because it updates beneficial ownership counts and shows cash-settled phantom stock and deferred stock unit movements; it does not state any open-market purchases or sales of actual common shares.

Compensation Plan Specialist

Transactions reflect compensation-plan mechanics, not open-market trading.

The filing clarifies that phantom stock units are cash-settled equivalents to one share and that Deferred Stock Units convert to one share at retirement or may pay cash in limited cases. The report notes dividend equivalents were credited in exempt transactions, increasing reported unit totals.

This matters because investor-facing share counts remain tied to plan settlements rather than immediate share dilution; the filing shows 5,918 phantom units and 11,536 DSUs in the director’s reported positions after the noted activity.

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
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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^*

Cheshire Marjorie Rodgers

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. 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 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)	10/01/2025		A		67		(1)	(1)	$5 Par Common Stock	67	$198.44	5,918(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	4,151		4,151(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	11,536		11,536(5)	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. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

4. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award 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.

5. 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 Marjorie Rodgers Cheshire	10/03/2025
	** 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 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.
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FAQ

What did Marjorie Rodgers Cheshire report on the Form 4 for PNC (PNC)?

The Form 4 reports an acquisition of 67 phantom stock units and a disposition of 11,536 Deferred Stock Units, with total reported holdings including 5,918 phantom units and 11,536 DSUs.

When did the reported transactions occur on the PNC Form 4?

The transactions are dated 10/01/2025, and the Form 4 filing is signed on 10/03/2025 by an attorney-in-fact.

Are the reported units actual shares or cash-settled instruments?

The filing states phantom stock units are cash-settled equivalents to one share; Deferred Stock Units represent the right to receive one share at retirement or, in limited cases, cash equal to fair market value.

How are the holdings owned according to the Form 4?

The reported phantom units and DSUs are held indirectly through the PNC Deferred Compensation Plan and the Outside Directors Deferred Stock Unit Plan.

Did the Form 4 indicate any open-market purchases or sales of PNC common stock?

No; the filing documents movements in phantom stock units and deferred stock units under compensation plans, not open-market trades of common shares.