STOCK TITAN
  1. Home
  2. Sec-filings
  3. PNC
  4. [Form 4] PNC FINANCIAL SERVICES GROUP, INC. Insider Trading Activity

PNC (PNC) director adds 844 deferred stock units to holdings

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

Rhea-AI Filing Summary

Cheshire Marjorie Rodgers reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Marjorie Rodgers reported compensation-related equity awards and holdings. On April 22, 2026, she received 844 deferred stock units (DSUs) under PNC's 2016 Incentive Award Plan, bringing her directly held DSU balance to 12,562 units.

Each DSU generally entitles her, at retirement, to one share of PNC common stock or, in limited cases, cash equal to the share's fair market value under the Directors Deferred Stock Unit Program. She also indirectly holds phantom stock units in deferred plans representing 4,220 and 6,016 underlying PNC common shares, which are economically equivalent to PNC stock but are settled in cash.

Positive

  • None.

Negative

  • None.
Insider Cheshire Marjorie Rodgers
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Unit 844 $0.00 --
holding Phantom Stock Unit -- -- --
holding Phantom Stock Unit -- -- --
Holdings After Transaction: Deferred Stock Unit — 12,562 shares (Direct, null); Phantom Stock Unit — 6,016 shares (Indirect, Deferred Compensation Plan)
Footnotes (1)
  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. 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. One phantom stock unit is the economic equivalent of one share of 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 granted 844 units Grant on April 22, 2026 to director
DSUs after grant 12,562 units Director’s total deferred stock units following transaction
Phantom units (plan 1) 4,220 underlying shares Indirect holdings in Deferred Stock Unit Plan
Phantom units (plan 2) 6,016 underlying shares Indirect holdings in Deferred Compensation Plan
Exercise price for units $0.0000 Conversion or exercise price for reported units
Deferred stock units ("DSUs") financial
"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"
Phantom stock unit financial
"One phantom stock unit is the economic equivalent of one share of PNC common stock."
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.
Deferred Compensation Plan financial
"under the PNC Deferred Compensation Plan in transactions exempt from reporting"
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.
Economic equivalent financial
"One phantom stock unit is the economic equivalent of one share of PNC common stock."
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*
Cheshire Marjorie Rodgers
(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)
04/22/2026		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
Deferred Stock Unit(1)04/22/2026A844 (1) (1)$5 Par Common Stock844$012,562(2)D
Phantom Stock Unit(3) (3) (3)$5 Par Common Stock6,0166,016(4)IDeferred Compensation Plan
Phantom Stock Unit(3) (3) (3)$5 Par Common Stock4,2204,220(5)IDeferred Stock Unit Plan
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.
3. One phantom stock unit is the economic equivalent of one share of PNC common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
4. 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.
5. 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.
Remarks:
Laura Gleason, Attorney-in-Fact for Marjorie Rodgers Cheshire04/24/2026
** 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 did PNC (PNC) director Marjorie Rodgers report in this Form 4?

She reported a compensation-related grant of 844 deferred stock units and updated totals of her DSU and phantom stock unit holdings, which are tied economically to PNC common stock and payable in stock or cash at future dates.

How many deferred stock units does the PNC (PNC) director hold after the grant?

After receiving 844 new deferred stock units, Marjorie Rodgers holds 12,562 DSUs. These units are linked to PNC common stock and are generally payable at retirement in shares or, in limited cases, in cash based on share fair market value.

What are phantom stock units in the PNC (PNC) Form 4 filing?

Phantom stock units are bookkeeping units economically equivalent to one PNC common share. They are held in deferred compensation plans, settled in cash upon distribution, and generally do not expire, giving the director cash-settled exposure to PNC’s stock performance over time.

How many phantom stock units tied to PNC (PNC) stock does the director hold?

She indirectly holds phantom stock units representing 4,220 and 6,016 underlying PNC common shares in separate deferred plans. These units track PNC’s stock value and are settled in cash at distribution instead of delivering actual shares to the director.

Are dividend equivalents included in the PNC (PNC) director’s deferred units?

Yes. The filing notes her DSU and phantom stock unit balances include units acquired as dividend equivalents under PNC’s deferred plans. These additional units accrue when dividends are paid, increasing her total deferred exposure to PNC common stock over time.