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

PNC (PNC) director receives phantom and deferred stock unit awards

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

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 received 125 phantom stock units as a compensation award tied to PNC common stock. The units, valued at $209.24 per unit, are held through a deferred compensation plan and are economically equivalent to PNC shares but will be settled in cash.

After this grant, he holds a total of 2,171 phantom stock units indirectly, including units accumulated as dividend equivalents. Separately, he directly holds deferred stock units representing 4,857 shares of PNC common stock, which are generally payable at retirement. The filing shows routine equity-based compensation rather than open-market buying or selling.

Positive

  • None.

Negative

  • None.

Insights

Routine director compensation via deferred and phantom stock units.

The filing shows Bryan Scott Salesky, a director of PNC Financial Services Group, receiving 125 phantom stock units as a grant under a deferred compensation framework. These units mirror PNC’s share price but settle in cash, highlighting non-cash, equity-linked compensation.

The additional disclosure of 4,857 deferred stock units payable in PNC shares at retirement underscores long-term alignment with shareholders. There are no open-market purchases or sales, and the transactions appear routine and compensation-related, so the overall signal for investors is neutral.

Insider Salesky Bryan Scott
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 125 $209.24 $26K
holding Deferred Stock Unit -- -- --
Holdings After Transaction: Phantom Stock Unit — 2,171 shares (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 4,857 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. 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 stock units granted 125 units Grant on 2026-04-01 at $209.24 per unit
Phantom unit reference price $209.24 per unit Value used for 125-unit grant
Total phantom units after grant 2,171 units Indirect holdings in Deferred Compensation Plan
Deferred stock units underlying shares 4,857 shares Underlying PNC common stock via DSUs held directly
Derivative positions remaining 4,857 underlying shares Deferred stock units with $0.00 exercise price
Exercise price of units $0.00 Phantom and deferred stock units have no exercise price
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 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 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.
2016 Incentive Award Plan financial
"Program (the "Program") under PNC's 2016 Incentive Award Plan"
Form 4 Insider Transactions: What Each Field Means →
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*
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)
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)04/01/2026A125 (1) (1)$5 Par Common Stock125$209.242,171(2)IDeferred Compensation Plan
Deferred Stock Unit(3) (3) (3)$5 Par Common Stock4,8574,857(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 Bryan S. Salesky04/02/2026
** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Director Bryan Scott Salesky reported receiving 125 phantom stock units tied to PNC common stock as a compensation award. These units are part of a deferred compensation arrangement and are economically equivalent to PNC shares but will be settled in cash rather than stock at distribution.

What are phantom stock units in the PNC (PNC) Form 4 filing?

Phantom stock units are awards that mirror the value of one share of PNC common stock each. According to the filing, they are held in a deferred compensation plan and will be settled in cash upon distribution, generally do not expire, and track dividends through additional unit credits.

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

After receiving 125 additional phantom stock units, the director holds a total of 2,171 phantom stock units indirectly. This total includes units credited as dividend equivalents under PNC’s Deferred Compensation Plan since the director’s prior Form 4, reflecting cumulative, compensation-related accruals.

What are deferred stock units (DSUs) reported in the PNC (PNC) Form 4?

Deferred stock units are awards granted 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, providing long-term equity-based compensation for directors.

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

The director holds deferred stock units representing 4,857 underlying shares of PNC common stock directly. This balance includes DSUs acquired as dividend equivalents under the Directors Deferred Stock Unit Program, building a long-term equity-linked position that is generally settled when the director retires from the board.

Does the PNC (PNC) Form 4 show any open-market stock purchases or sales?

The Form 4 does not show any open-market purchases or sales of PNC common stock. It reports only a grant of 125 phantom stock units and the director’s holdings of deferred stock units, both of which are compensation-related instruments linked to PNC’s share value rather than direct market trading.