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

PNC (NYSE: PNC) director awarded 185 phantom stock units in plan

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

Rhea-AI Filing Summary

Feldstein Andrew T reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Andrew T. Feldstein received a grant of 185 phantom stock units on April 1, 2026 under a Deferred Compensation Plan, with a reference price of $209.24 per unit. Each phantom stock unit is economically equivalent to one share of PNC common stock and will be settled in cash, generally without expiration.

After this grant, Feldstein holds 20,664 phantom stock units indirectly in the Deferred Compensation Plan, including units received as dividend equivalents. He also holds 6,417 phantom stock units indirectly under an Outside Directors Deferred Stock Unit Plan and 11,718 deferred stock units directly, each DSU representing the right at retirement to receive one share of PNC common stock or, in limited cases, cash of equivalent value.

Positive

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Insider Feldstein Andrew T
Role Director
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 185 $209.24 $39K
holding Phantom Stock Unit -- -- --
holding Deferred Stock Unit -- -- --
Holdings After Transaction: Phantom Stock Unit — 20,664 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 stock units granted 185 units Grant on April 1, 2026 under Deferred Compensation Plan
Reference price per phantom unit $209.24 per unit Transaction price per phantom stock unit for April 1, 2026 grant
Total phantom units in Deferred Compensation Plan 20,664 units Indirect phantom stock unit balance after reported grant
Phantom units in Outside Directors Plan 6,417 units Indirect phantom stock units under Outside Directors Deferred Stock Unit Plan
Deferred stock units (DSUs) held directly 11,718 units DSUs under Directors Deferred Stock Unit Program representing stock or cash at retirement
Exercise price of phantom and deferred units $0.00 Phantom stock units and DSUs have a zero exercise or conversion price
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.
Outside Directors Deferred Stock Unit Plan financial
"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan."
Deferred Stock Unit financial
"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program under PNC's 2016 Incentive Award Plan."
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.
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.
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*
Feldstein Andrew T
(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)04/01/2026A185 (1) (1)$5 Par Common Stock185$209.2420,664(2)IDeferred Compensation Plan
Phantom Stock Unit(1) (1) (1)$5 Par Common Stock6,4176,417(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 Andrew T. Feldstein04/02/2026
** 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 Andrew T. Feldstein report?

Andrew T. Feldstein reported receiving a grant of 185 phantom stock units on April 1, 2026. These units are part of a Deferred Compensation Plan and are economically equivalent to PNC common stock, but are settled in cash instead of shares when distributed to him.

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

Phantom stock units are cash-settled awards economically equivalent to one share of PNC common stock. They mirror the stock’s value, may receive dividend equivalents, and will be settled in cash upon distribution to the reporting person, rather than delivering actual shares, and generally do not expire.

How many phantom stock units does Andrew T. Feldstein hold after this PNC (PNC) transaction?

Following the April 1, 2026 grant, Feldstein holds 20,664 phantom stock units in the Deferred Compensation Plan. This total includes the new 185-unit award as well as additional phantom units acquired over time as dividend equivalents under the same plan.

What are deferred stock units (DSUs) in the PNC (PNC) director compensation programs?

Deferred stock units are awards granted under PNC’s Directors Deferred Stock Unit Program. Each DSU entitles the director at retirement to receive one share of PNC common stock, or in limited situations cash equal to that share’s fair market value on the payment determination date.

What additional indirect holdings does the PNC (PNC) director report in this Form 4?

Besides the Deferred Compensation Plan units, Feldstein reports 6,417 phantom stock units held indirectly under the Outside Directors Deferred Stock Unit Plan. These include phantom units accumulated as dividend equivalents in transactions exempt from reporting since his prior Form 4 filing.

Does the PNC (PNC) Form 4 show any open-market buys or sells by Andrew T. Feldstein?

The Form 4 reflects a grant of 185 phantom stock units classified as a grant or award acquisition. It does not show any open-market purchases or sales of PNC common stock, and the net buy/sell share activity in this filing is listed as neutral.