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

Rhea-AI Filing Summary

Stacy M. Juchno, Executive Vice President at PNC Financial Services Group (PNC), reported a sale of 995 shares of PNC common stock on 09/11/2025 under transaction code G (a sale under a prearranged plan). The filing shows a reported price of $0 for that transaction as stated in the form. After the reported transaction, the reporting person beneficially owned 19,667 shares directly. The filing also discloses indirect holdings attributable to the PNC Incentive Savings Plan (the ISP), a defined contribution 401(k) plan, which holds units in a fund primarily invested in PNC common stock; those indirect holdings are noted in the form.

Positive

• Sale coded G indicates the transaction was made pursuant to a prearranged plan (Rule 10b5-1), which supports compliance with insider trading rules.
• Clear disclosure of post-transaction direct beneficial ownership (19,667 shares) and explanation of ISP 401(k) indirect holdings increases transparency.

Negative

• Transaction price listed as $0 in the form prevents assessment of sale proceeds or price; valuation cannot be determined from this filing.
• Limited financial detail—the form does not provide market price or number of ISP units convertible to shares, restricting investor interpretation.

Insights

Securities Analyst

TL;DR: Insider executed a small, preplanned sale leaving a material direct stake of 19,667 shares; transaction is routine, not clearly material.

The Form 4 discloses a 995-share disposition on 09/11/2025 coded as G, indicating a transaction pursuant to a prearranged plan consistent with Rule 10b5-1. The reported post-transaction direct beneficial ownership is 19,667 shares. The filing separately notes indirect ownership through the ISP 401(k) unit fund. No proceeds or market price are substantively detailed beyond the form's listed $0 figure; therefore no valuation or proceeds analysis can be performed from this filing alone.

Corporate Governance Expert

TL;DR: The sale appears administrative and consistent with pre-established plan rules; disclosure is straightforward with required explanation of 401(k) units.

The disclosure explains that ISP holdings are unitized and fluctuate without volitional action by the reporting person, clarifying the nature of indirect holdings. The signature by an attorney-in-fact is present and dated 09/12/2025. The filing contains routine elements expected in Section 16 reporting and does not present any additional governance concerns on its face.

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^*

Juchno Stacy M.

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222-2707

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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
$5 Par Common Stock	09/11/2025		G		995	D	$0	19,667	D
$5 Par Common Stock								116(1)	I	401(k)

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

Explanation of Responses:

1. This amount represents the number of shares of PNC common stock indirectly held for the account of the reporting person under The PNC Incentive Savings Plan (the "ISP"), a defined contribution 401(k) plan, and reflects shares indirectly acquired in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4. Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund (the "ISP fund"), the majority of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the ISP fund that are deemed to be invested in PNC common stock fluctuates from time to time and is not the result of volitional or discretionary actions of the reporting person.

Remarks:

	Laura Gleason, Attorney-in-Fact for Stacy M. Juchno	09/12/2025
	** 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 Stacy M. Juchno report on Form 4 for PNC (PNC)?

The report shows a sale of 995 shares on 09/11/2025 (transaction code G) and a post-transaction direct beneficial ownership of 19,667 shares.

What does transaction code G mean on this PNC Form 4?

Transaction code G denotes a sale executed pursuant to a prearranged plan (commonly a Rule 10b5-1 plan) as stated on the form.

Are there any indirect holdings reported for Stacy M. Juchno in the PNC filing?

Yes. The filing discloses indirect holdings through the PNC Incentive Savings Plan (ISP), a unitized 401(k) fund primarily invested in PNC common stock.

When was the Form 4 signed and by whom?

The form is signed by Laura Gleason, Attorney-in-Fact for Stacy M. Juchno, dated 09/12/2025.

Does the Form 4 state the sale price or proceeds for the 995 shares?

The form lists a price of $0 for that transaction; no proceeds or market price details are provided in the filing.