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

Rhea-AI Filing Summary

Andrew T. Feldstein, a Director of PNC Financial Services Group (PNC), reported transactions on 10/01/2025. The filing shows an acquisition of 195 phantom stock units (each the economic equivalent of one share) under PNC plans; those phantom units are settled in cash upon distribution. The filing lists a per-share reference of $198.44 alongside the 195 units and reports 19,963 shares (or share equivalents) beneficially owned following the reported transactions on an indirect basis through a deferred compensation arrangement. The report also shows 6,312 phantom stock units attributable to the Outside Directors Deferred Stock Unit Plan and a 11,536 deferred stock unit (DSU) disposition entry; DSUs represent the right to receive one share at retirement or, in limited cases, cash. All units include dividend-equivalent increases that occurred after the reporting person’s prior Form 4 filing. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• 195 phantom stock units acquired under company plans, showing continued director compensation alignment
• 19,963 share-equivalents beneficially owned after the reported transactions, indicating substantial indirect holdings
• Dividend-equivalent accruals were recorded, increasing deferred holdings without immediate cash outlay

Negative

• 11,536 deferred stock units show a disposition entry (D), reducing that specific deferred stock unit balance
• Holdings are largely indirect and settled in cash or at retirement, providing less immediate publicly tradeable equity exposure

Insights

Corporate Governance Analyst

Insider compensation converted to deferred/phantom equity; ownership remains largely indirect.

The filing shows a director receiving 195 phantom stock units and holding 19,963 share-equivalents indirectly, indicating compensation-based, non-cash equity exposure rather than open-market purchases of common stock.

Because the units are settled in cash or deferred until retirement (DSUs), the reported changes reflect remuneration and plan mechanics rather than immediate equity transfers affecting voting control.

Securities Compliance Specialist

Report documents plan-based grants and exempt dividend-equivalent accruals; timely Form 4 amendment filed.

The disclosure explicitly notes phantom units and DSUs acquired as dividend equivalents in transactions exempt from reporting that occurred after the last Form 4, and the form is dated with a signature by an attorney-in-fact on 10/03/2025.

This presentation is consistent with Section 16 reporting of plan grants and deferred compensation activity and contains no unreported open-market trades.

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
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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 PA 15222

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	10/01/2025		A		195		(1)	(1)	$5 Par Common Stock	195	$198.44	19,963(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	6,312		6,312(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	11,536		11,536(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. Feldstein	10/03/2025
	** 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.

FAQ

What did Andrew T. Feldstein (PNC) report on Form 4 dated 10/01/2025?

The Form 4 reports acquisition of 195 phantom stock units, other phantom units totaling 6,312, a 11,536 deferred stock unit disposition, and 19,963 share-equivalents beneficially owned following the transactions.

Are the phantom stock units reported by the PNC director settled in stock or cash?

The filing states phantom stock units are the economic equivalent of one share and will be settled in cash upon distribution.

What do DSUs reported on the PNC Form 4 represent?

Deferred stock units (DSUs) represent the right to receive one share of PNC common stock at retirement or, in limited cases, cash equal to fair market value on the payment date.

Did the Form 4 disclose dividend-equivalent accruals?

Yes. The filing explicitly notes DSUs and phantom units include dividend equivalents acquired in transactions exempt from reporting after the reporting person's previous Form 4.

Who signed the Form 4 for Andrew T. Feldstein and when?

The Form 4 was signed by Laura Gleason, Attorney-in-Fact for Andrew T. Feldstein on 10/03/2025.