PNC director awarded 126 phantom stock units

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

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 grant of 126 phantom stock units on April 1, 2026, as compensation rather than an open-market trade. Each phantom unit is economically equivalent to one share of PNC common stock and will be settled in cash under a deferred compensation plan.

Following this award, she holds 9,265 phantom stock units indirectly through the plan and 10,138 deferred stock units directly, which represent the right to receive PNC common stock (or in limited cases cash) at retirement under the Directors Deferred Stock Unit Program.

Insider Trade Summary

Grant/Award: 126 shares

Grant/Award 2 txns

Insider CAFARO DEBRA A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	126	$209.24	$26K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 9,265 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 10,138 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 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.
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: 126 units Grant reference price: $209.24 per unit Phantom stock units after grant: 9,265 units +2 more

5 metrics

Phantom stock units granted 126 units Grant on April 1, 2026 to Debra Cafaro

Grant reference price $209.24 per unit Economic equivalent per PNC common share for phantom units

Phantom stock units after grant 9,265 units Total phantom stock units held indirectly via Deferred Compensation Plan

Deferred stock units underlying shares 10,138 shares Underlying PNC common stock tied to DSUs held directly

Exercise price of units $0.00 Conversion or exercise price for reported stock units

Key Terms

Phantom Stock Unit, Deferred Compensation Plan, Deferred Stock Unit, 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."

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.

Directors Deferred Stock Unit Program financial

"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan"

dividend equivalents financial

"Includes DSUs acquired by the reporting person as dividend equivalents under the Program"

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.

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 receiving 126 phantom stock units tied to PNC common stock under a deferred compensation plan. These are non-cash, compensation-related awards, not open-market stock purchases or sales, and increase her total phantom unit balance to 9,265 units.

Did Debra Cafaro buy or sell PNC (PNC) shares on the open market?

No open-market buys or sells were reported. The filing shows a compensation-related grant of 126 phantom stock units and updated balances in deferred and phantom stock units, which are bookkeeping entries linked to PNC stock value rather than direct stock trades.

What are phantom stock units in this PNC (PNC) filing?

Phantom stock units are awards whose value mirrors one share of PNC common stock but settle in cash. They track the stock price and dividends for compensation purposes and, according to the filing, are paid out in cash upon distribution and generally do not expire.

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

After receiving 126 additional phantom stock units, Debra Cafaro holds 9,265 phantom stock units under the PNC Deferred Compensation Plan. These units represent cash-settled, stock-linked compensation rather than actual shares of PNC common stock held in a brokerage account.

What are deferred stock units (DSUs) reported for PNC (PNC) director Debra Cafaro?

Deferred stock units are grants under PNC’s Directors Deferred Stock Unit Program. Each DSU represents the right at retirement to receive one share of PNC common stock, or in limited cases the cash value of a share, providing equity-linked director compensation.

How many deferred stock units does Debra Cafaro hold at PNC (PNC)?

The filing shows Debra Cafaro holding deferred stock units tied to 10,138 underlying shares of PNC common stock. These DSUs are part of the Directors Deferred Stock Unit Program and are generally settled at retirement rather than traded in the open market.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 04/02/2026 - 04:58 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^*

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)
04/01/2026

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)	04/01/2026		A		126		(1)	(1)	$5 Par Common Stock	126	$209.24	9,265(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	10,138		10,138(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 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.

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	04/02/2026
	** 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)