STOCK TITAN

PNC (PNC) director Daniel Hesse granted phantom and deferred stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

HESSE DANIEL reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Daniel Hesse reported a routine compensation-related award of derivative units tied to PNC common stock. On April 1, 2026, he received 69 phantom stock units, each economically equivalent to one share of PNC common stock, at a reference value of $209.24 per unit under a deferred compensation plan.

After this grant, Hesse holds 4,868 phantom stock units in the PNC Deferred Compensation Plan and 2,116 phantom stock units in the Outside Directors Deferred Stock Unit Plan, both settled in cash. He also directly holds 11,718 deferred stock units under PNC's Directors Deferred Stock Unit Program, which generally provide one share of PNC common stock (or equivalent cash) at retirement. No open-market purchases or sales of PNC common stock were reported.

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Insider HESSE DANIEL
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 69 $209.24 $14K
holding Phantom Stock Unit -- -- --
holding Deferred Stock Unit -- -- --
Holdings After Transaction: Phantom Stock Unit — 4,868 shares (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 11,718 shares (Direct)
Footnotes (1)
  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. 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. 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. 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. 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.
Phantom units granted 69 phantom stock units Grant on April 1, 2026 under Deferred Compensation Plan
Reference unit value $209.24 per unit Economic equivalent of one share of PNC common stock
Phantom units balance 4,868 phantom stock units Total in PNC Deferred Compensation Plan after grant
Outside directors phantom units 2,116 phantom stock units Under Outside Directors Deferred Stock Unit Plan
Deferred stock units 11,718 DSUs Direct holdings under Directors Deferred Stock Unit Program
Phantom stock unit financial
"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."
Deferred Compensation Plan financial
"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"
A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.
Deferred Stock Unit financial
"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"
A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.
2016 Incentive Award Plan financial
"Program under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement"
Dividend equivalents financial
"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"
Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.
SEC Form 4
FORM 4UNITED 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*
HESSE DANIEL

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Unit(1)04/01/2026A69 (1) (1)$5 Par Common Stock69$209.244,868(2)IDeferred Compensation Plan
Phantom Stock Unit(1) (1) (1)$5 Par Common Stock2,1162,116(3)IDeferred Stock Unit Plan
Deferred Stock Unit(4) (4) (4)$5 Par Common Stock11,71811,718(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 Daniel R. Hesse04/02/2026
** Signature of Reporting PersonDate
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)

FAQ

What did PNC (PNC) director Daniel Hesse report in this Form 4?

Daniel Hesse reported a grant of phantom stock units and updated his deferred holdings. He received 69 phantom stock units on April 1, 2026, and disclosed total phantom and deferred stock unit balances held through PNC’s director compensation and deferred compensation programs.

How many phantom stock units did Daniel Hesse receive from PNC (PNC)?

Daniel Hesse received 69 phantom stock units tied to PNC common stock. Each phantom unit is economically equivalent to one share of PNC stock and will be settled in cash under the PNC Deferred Compensation Plan, rather than through delivery of actual PNC shares.

What are Daniel Hesse’s total phantom stock unit holdings in PNC (PNC) plans?

Hesse holds 4,868 phantom stock units in the Deferred Compensation Plan and 2,116 in the Outside Directors plan. These units mirror PNC common stock value and include additional units received as dividend equivalents after prior Form 4 filings.

What deferred stock units does Daniel Hesse hold directly at PNC (PNC)?

Hesse directly holds 11,718 deferred stock units under PNC’s Directors Deferred Stock Unit Program. Each DSU generally entitles him to one share of PNC common stock, or equivalent cash in limited circumstances, payable at retirement in line with program terms.

Did Daniel Hesse buy or sell PNC (PNC) common stock on the market?

No open-market purchases or sales of PNC common stock were reported. The filing reflects a compensation-related grant of phantom stock units and updated balances of phantom and deferred stock units, which are derivative, deferred forms of equity-based compensation.

How are PNC (PNC) phantom stock units and DSUs settled for Daniel Hesse?

Phantom stock units are settled in cash, while DSUs generally settle in stock. Phantom units pay cash equal to PNC share value upon distribution, and DSUs typically deliver one PNC share at retirement, with some flexibility for cash in limited circumstances.