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

Rhea-AI Filing Summary

Bryan S. Salesky, a director of PNC Financial Services Group, Inc. (PNC), reported transactions on 10/01/2025 under Form 4. He acquired 132 phantom stock units, which are cash-settled equivalents to common shares, and the filing shows a per-share reference price of $198.44. The report also records 4,781 deferred stock units (DSUs) under PNC's Directors Deferred Stock Unit Program, which convert to one share at retirement or sometimes cash. The filing indicates 1,889 indirectly held phantom units (dividend-equivalent increases) and notes dividend-equivalent additions to both phantom units and DSUs that occurred after his last Form 4 filing. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Salesky.

Positive

• 132 phantom stock units acquired on 10/01/2025 (cash‑settled equivalents to shares)
• 4,781 deferred stock units (DSUs) recorded under the Directors Deferred Stock Unit Program
• Dividend-equivalent credits added to phantom units and DSUs after prior Form 4 filing

Negative

• None.

Insights

Corporate Governance Analyst

Director received compensation in equity-linked units on 10/01/2025.

The filing shows a director-level grant and acquisitions of long-term, equity-linked awards: 132 phantom stock units and 4,781 DSUs. These instruments align director pay with shareholder value because they convert to cash or stock tied to PNC common shares.

The inclusion of 1,889 indirectly held phantom units as dividend equivalents is explicitly disclosed and reflects post-filing, exempt dividend-crediting events rather than open-market trades.

Compensation & Benefits Specialist

Grants are deferred and cash/stock-settled; DSUs vest at retirement.

Phantom stock units will be settled in cash upon distribution and generally do not expire, per the filing. DSUs under the Directors Deferred Stock Unit Program convert to one share at retirement or, in limited cases, cash equal to fair market value on the payment date.

The filing's stated $198.44 figure appears as the referenced per-share price for the phantom unit transaction documented on 10/01/2025.

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^*

Salesky Bryan Scott

(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		132		(1)	(1)	$5 Par Common Stock	132	$198.44	1,889(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	4,781		4,781(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 Bryan S. Salesky	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 PNC director Bryan S. Salesky report on Form 4 (PNC)?

He reported acquiring 132 phantom stock units on 10/01/2025 and holding 4,781 deferred stock units (DSUs) under the directors' program.

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

The filing states phantom stock units will be settled in cash upon distribution and generally do not expire.

What is the conversion or payout mechanism for the DSUs reported by PNC director?

Each DSU represents the right to receive one share of PNC common stock at retirement, or in limited circumstances cash equal to fair market value on the payment determination date.

Does the Form 4 show a price for the phantom unit transaction?

Yes, the filing includes a per-share reference of $198.44 tied to the phantom stock unit entry.

Who signed the Form 4 for Bryan Salesky?

The Form 4 was signed by Laura Gleason, Attorney-in-Fact for Bryan S. Salesky on 10/03/2025.