PNC director granted 303 phantom stock units

CAFARO DEBRA A reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

CAFARO DEBRA A reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Debra A. Cafaro received a compensation-related award of 303 phantom stock units on PNC common stock at $251.62 per unit. These units are held in a Deferred Compensation Plan, are economically equivalent to PNC shares, and will be settled in cash at distribution. Separately, she holds deferred stock units that entitle her to receive 11,056 PNC common shares at retirement, plus 9,640 phantom stock units after this grant. The filing shows no open-market purchases or sales.

Insider Trade Summary

Grant/Award: 303 shares

Grant/Award 2 txns

Insider CAFARO DEBRA A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	303	$251.62	$76K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 9,640 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 11,056 contracts (Direct)

Footnotes (4)

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.
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.
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.
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: 303 units Grant reference price: $251.62 per unit Phantom units after grant: 9,640 units +1 more

4 metrics

Phantom stock units granted 303 units Grant credited on 2026-07-01 under Deferred Compensation Plan

Grant reference price $251.62 per unit Price per phantom stock unit on 2026-07-01

Phantom units after grant 9,640 units Phantom stock unit balance in Deferred Compensation Plan

Deferred stock units outstanding 11,056 units DSUs convertible into PNC common stock at retirement

Key Terms

Phantom stock unit, Deferred Compensation Plan, Deferred stock units, Directors Deferred Stock Unit Program

4 terms

Phantom stock unit financial

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

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 units financial

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

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Directors Deferred Stock Unit Program financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PNC (PNC) director Debra Cafaro report in this Form 4?

Debra Cafaro reported a grant of 303 phantom stock units tied to PNC common stock as compensation. The units were credited at $251.62 each into a Deferred Compensation Plan, not acquired through open-market purchases or sales.

Is Debra Cafaro buying or selling PNC (PNC) stock in this filing?

The filing does not show open-market buying or selling of PNC stock. It records a grant of 303 phantom stock units as compensation and updated deferred stock unit and phantom unit balances for future cash or share-settled distributions.

How many phantom stock units does Debra Cafaro hold after this PNC (PNC) grant?

After the 303-unit grant, Debra Cafaro holds 9,640 phantom stock units in the Deferred Compensation Plan. Each phantom unit is economically equivalent to one PNC common share but will be settled in cash upon distribution to her.

What are the deferred stock units reported by Debra Cafaro at PNC (PNC)?

Debra Cafaro holds deferred stock units that represent rights to receive 11,056 PNC common shares at retirement. Under the Directors Deferred Stock Unit Program, these DSUs may in limited cases be paid in cash equal to the fair market value of PNC shares.

Do the PNC (PNC) phantom stock and deferred stock units ever expire?

The phantom stock units generally do not expire and will be settled in cash at distribution. The deferred stock units provide a right at retirement to receive PNC shares, or in limited cases cash equal to the shares’ fair market value, under program terms.

How were dividend equivalents handled in Debra Cafaro’s PNC (PNC) deferred units?

Both the phantom stock units and deferred stock units include additional units credited as dividend equivalents. These credits occurred in transactions exempt from reporting and accumulated after her previous Form 4 filing under the relevant deferred compensation programs.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/06/2026 - 02:19 PM EDT

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^*

CAFARO DEBRA A

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Unit	⁽¹⁾	07/01/2026		A		303		⁽¹⁾	⁽¹⁾	$5 Par Common Stock	303	$251.62	9,640⁽²⁾	I	Deferred Compensation Plan
Deferred Stock Unit	⁽³⁾							⁽³⁾	⁽³⁾	$5 Par Common Stock	11,056		11,056⁽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 Debra A. Cafaro	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)

Source: View Original Filing on SEC EDGAR