PNC director awarded 31 phantom stock units

Dachille Douglas A. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Dachille Douglas A. reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Douglas A. Dachille received a grant of 31 phantom stock units on April 1, 2026. Each unit is economically equivalent to one share of PNC common stock and was valued at $209.24 per unit, credited under a deferred compensation plan and settled in cash at distribution.

After this award, Dachille holds 221 phantom stock units indirectly through the PNC Deferred Compensation Plan and 1,236 deferred stock units directly. Each deferred stock unit represents the right to receive one share of PNC common stock at retirement or, in limited cases, cash equal to the share’s fair market value.

Insider Trade Summary

Grant/Award: 31 shares

Grant/Award 2 txns

Insider Dachille Douglas A.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	31	$209.24	$6K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 221 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 1,236 contracts (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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

Phantom stock units granted: 31 units Grant reference price: $209.24 per unit Phantom units after grant: 221 units +2 more

5 metrics

Phantom stock units granted 31 units Grant on April 1, 2026 to director Douglas A. Dachille

Grant reference price $209.24 per unit Value per phantom stock unit on April 1, 2026

Phantom units after grant 221 units Indirect holdings in PNC Deferred Compensation Plan

Deferred stock units outstanding 1,236 units Deferred stock units tied to $5 par common stock, direct

Underlying shares for DSUs 1,236 shares Each DSU represents right to receive one PNC common share

Key Terms

Phantom Stock Unit, Deferred Compensation Plan, Deferred Stock Unit, Directors Deferred Stock Unit Program

4 terms

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 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.

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"

FAQ

What insider transaction did PNC (PNC) director Douglas A. Dachille report?

Douglas A. Dachille reported receiving 31 phantom stock units linked to PNC common stock. The units were granted under a deferred compensation arrangement and increase his deferred, cash-settled exposure to PNC, rather than reflecting an open-market stock purchase or sale.

What is a phantom stock unit in the PNC (PNC) Form 4 filing?

A phantom stock unit is economically equivalent to one PNC common share but is settled in cash. The value tracks PNC’s stock price, and payment occurs upon distribution to the reporting person, generally functioning as deferred, cash-settled equity-based compensation.

How many deferred and phantom units does the PNC (PNC) director hold after this filing?

Following the reported transactions, Douglas A. Dachille holds 221 phantom stock units indirectly and 1,236 deferred stock units directly. Each unit or deferred stock unit is tied to the value of one PNC common share under the company’s director compensation programs.

At what reference price were the 31 PNC (PNC) phantom stock units granted?

The 31 phantom stock units were granted at a reference value of $209.24 per unit. This price represents the per-unit value used for the award on the grant date and determines the notional size of the deferred compensation credited to the director.

How do PNC (PNC) deferred stock units for directors work?

Deferred stock units granted under PNC’s Directors Deferred Stock Unit Program each represent a right to receive one PNC share at retirement. In limited circumstances, they may instead be paid in cash equal to the fair market value of one PNC share on the payment determination date.

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Accepted by SEC EDGAR 04/02/2026 - 04:58 PM 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^*

Dachille Douglas A.

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PENNSYLVANIA 15222-2707

(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)
04/01/2026

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
Phantom Stock Unit	(1)	04/01/2026		A		31		(1)	(1)	$5 Par Common Stock	31	$209.24	221(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	1,236		1,236(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 Douglas A. Dachille	04/02/2026
	** 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)