STOCK TITAN

PNC (NYSE: PNC) director adds phantom and deferred stock units

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

Rhea-AI Filing Summary

HARSHMAN RICHARD J reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Richard J. Harshman reported routine compensation-related equity units. He received a grant of 91 phantom stock units on common stock at a reference price of $251.62 per unit under a Deferred Compensation Plan, bringing his indirect phantom stock balance to 2,288 units. Each phantom unit is economically equivalent to one PNC common share but will be settled in cash at distribution.

Harshman also holds 9,755 deferred stock units directly, each representing the right to receive one share of PNC common stock at retirement or, in limited circumstances, cash equal to the share’s fair market value, under the Directors Deferred Stock Unit Program. The filing notes both phantom and deferred stock units include additional units credited as dividend equivalents since his prior Form 4.

Positive

  • None.

Negative

  • None.
Insider HARSHMAN RICHARD J
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 91 $251.62 $23K
holding Deferred Stock Unit -- -- --
Holdings After Transaction: Phantom Stock Unit — 2,288 shares (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 9,755 shares (Direct, null)
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 equity incentive 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 grant 91 units Grant of phantom stock units on PNC common stock
Phantom unit reference price <money>$251.62</money> per unit Price per phantom stock unit on grant date
Phantom units after grant 2,288 units Total phantom stock units held indirectly after transaction
Deferred stock units 9,755 units Deferred stock units representing rights to PNC common shares
Deferred stock underlying shares 9,755 shares Underlying PNC common stock for deferred stock units
Phantom unit equivalence 1 unit = 1 share Each phantom stock unit equals one PNC common share economically
Phantom Stock Unit financial
"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."
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.
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.
Directors Deferred Stock Unit Program financial
"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive 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.
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Learn about SEC filing dates
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*
HARSHMAN RICHARD J

(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)
07/01/2026
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)07/01/2026A91 (1) (1)$5 Par Common Stock91$251.622,288(2)IDeferred Compensation Plan
Deferred Stock Unit(3) (3) (3)$5 Par Common Stock9,7559,755(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 equity incentive 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 Richard J. Harshman07/06/2026
** 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)

FAQ

What insider transactions did PNC (PNC) director Richard J. Harshman report?

Richard J. Harshman reported a grant of 91 phantom stock units tied to PNC common stock and updated balances in deferred and phantom stock units. These awards are part of compensation and do not represent open-market share purchases or sales.

What are the phantom stock units reported by PNC (PNC) director Harshman?

The phantom stock units are bookkeeping units economically equivalent to one PNC common share each. They will be settled in cash upon distribution under a Deferred Compensation Plan and generally do not expire, tracking the value of PNC common stock over time.

How many phantom stock units does PNC (PNC) director Harshman hold after this filing?

After receiving 91 new phantom stock units, Harshman holds 2,288 phantom stock units indirectly through a Deferred Compensation Plan. This total includes units credited as dividend equivalents that were added since his previous Form 4 filing.

What deferred stock units does PNC (PNC) director Harshman own?

Harshman holds 9,755 deferred stock units granted under PNC’s Directors Deferred Stock Unit Program. Each deferred stock unit entitles him, at retirement, to receive one PNC common share or, in limited cases, cash equal to that share’s fair market value.

Do the reported PNC (PNC) units give Harshman immediate common stock?

The reported units do not deliver immediate common shares. Phantom stock units will be settled in cash at distribution, while deferred stock units convert into PNC common stock at retirement or, in limited situations, into an equivalent cash amount per the program terms.

Are dividend equivalents included in Harshman’s reported PNC (PNC) units?

Yes. Both the phantom stock unit and deferred stock unit totals include additional units credited as dividend equivalents. These arise from dividends on PNC common stock and were added in exempt transactions occurring after Harshman’s most recent prior Form 4 filing.