PNC director granted 844 deferred stock units

Pfinsgraff Martin reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Pfinsgraff Martin reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Martin Pfinsgraff received a grant of 844 deferred stock units. The award was made on April 22, 2026 at a stated price of $0.00 per unit as part of PNC’s Directors Deferred Stock Unit Program under the 2016 Incentive Award Plan.

Each deferred stock unit 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 on the payment determination date. Following this grant, Pfinsgraff holds a total of 10,982 deferred stock units, including units previously credited as dividend equivalents.

Insider Trade Summary

Grant/Award: 844 shares

Grant/Award 1 txn

Insider Pfinsgraff Martin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Unit	844	$0.00	$0.00

Holdings After Transaction: Deferred Stock Unit — 10,982 contracts (Direct)

Footnotes (2)

1. F1. 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 The PNC Financial Services Group, Inc. ("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.
2. F2. 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

Deferred stock units granted: 844 units Grant price per unit: $0.00 per unit Deferred stock units after grant: 10,982 units +2 more

5 metrics

Deferred stock units granted 844 units Grant to director on April 22, 2026

Grant price per unit $0.00 per unit Deferred stock unit award under director program

Deferred stock units after grant 10,982 units Total DSUs held by Martin Pfinsgraff following transaction

Underlying common stock per DSU 1 share per unit Right at retirement to receive one PNC common share or equivalent cash

Transaction code A (Grant, award, or other acquisition) Form 4 derivative transaction classification for DSU grant

Key Terms

Deferred Stock Unit, PNC Directors Deferred Stock Unit Program, 2016 Incentive Award Plan, dividend equivalents

4 terms

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.

PNC Directors Deferred Stock Unit Program financial

"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program")"

2016 Incentive Award Plan financial

"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 insider transaction did PNC (PNC) director Martin Pfinsgraff report?

Martin Pfinsgraff reported receiving a grant of 844 deferred stock units as director compensation. The units were awarded at a stated price of $0.00 per unit under PNC’s Directors Deferred Stock Unit Program within the 2016 Incentive Plan.

What are deferred stock units in the PNC (PNC) director program?

Deferred stock units are bookkeeping entries that track a director’s right to receive value later. Each PNC deferred stock unit represents the right at retirement to receive one share of PNC common stock, or in limited cases cash equal to one share’s fair market value.

How many PNC (PNC) deferred stock units does Martin Pfinsgraff hold after this grant?

After this grant, Martin Pfinsgraff holds 10,982 deferred stock units. This total includes the newly awarded 844 units plus additional units previously credited as dividend equivalents under the PNC Directors Deferred Stock Unit Program.

Does the PNC (PNC) deferred stock unit award involve an immediate cash payment?

The award does not involve an immediate cash payment to the director. The deferred stock units were granted at a stated price of $0.00 per unit and will settle at retirement in PNC common stock or, in limited circumstances, in cash based on future fair market value.

When will PNC (PNC) deferred stock units granted to directors be settled?

PNC’s deferred stock units granted to directors are designed to settle at retirement. At that time, each unit converts into one share of PNC common stock or, in limited circumstances, cash equal to the fair market value of one share on the payment determination date.

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

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Accepted by SEC EDGAR 04/24/2026 - 11:21 AM EDT 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^*

Pfinsgraff Martin

(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)
04/22/2026

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
Deferred Stock Unit	(1)	04/22/2026		A		844		(1)	(1)	$5 Par Common Stock	844	$0	10,982(2)	D

Explanation of Responses:

1. 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 The PNC Financial Services Group, Inc. ("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.

2. 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 Martin Pfinsgraff	04/24/2026
	** 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)