PNC Financial Services Group, Inc. (PNC) director updates phantom and deferred stock units

Rhea-AI Filing Summary

PNC Financial Services Group, Inc. director Bryan S. Salesky reported compensation-related equity holdings and activity as of 01/02/2026. He acquired 124 phantom stock units tied to PNC common stock at a reported price of $211.46 per unit, held 2,031 phantom stock units indirectly through a Deferred Compensation Plan, and held 4,824 deferred stock units (DSUs) directly under PNC's 2016 Incentive Award Plan.

Each phantom stock unit is the economic equivalent of one share of PNC common stock and will be settled in cash upon distribution, while 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 a share. Both phantom stock units and DSUs include additional units credited as dividend equivalents in transactions exempt from reporting.

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)
01/02/2026

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)	01/02/2026		A		124		(1)	(1)	$5 Par Common Stock	124	$211.46	2,031(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	4,824		4,824(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	01/06/2026
	** 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.

FAQ

What insider transaction did PNC (PNC) report for Bryan S. Salesky?

Director Bryan S. Salesky reported the acquisition of 124 phantom stock units tied to $5 par value PNC common stock on 01/02/2026, as shown in the derivative securities table.

How many phantom stock units does Bryan S. Salesky hold at PNC (PNC)?

Following the reported transaction, Bryan S. Salesky beneficially owned 2,031 phantom stock units indirectly through a Deferred Compensation Plan, according to the filing.

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

The filing explains that one phantom stock unit is the economic equivalent of one share of PNC common stock, will be settled in cash upon distribution to the reporting person, and generally does not expire.

What deferred stock units (DSUs) does Bryan S. Salesky hold at PNC (PNC)?

Bryan S. Salesky holds 4,824 deferred stock units (DSUs) directly under PNC's 2016 Incentive Award Plan, granted through the PNC Directors Deferred Stock Unit Program.

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

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 on the payment determination date, under the Directors Deferred Stock Unit Program.

Do Bryan S. Salesky’s PNC (PNC) units include dividend equivalents?

Yes. The filing states that both phantom stock units and DSUs include additional units acquired as dividend equivalents in transactions exempt from reporting since his most recent prior filing.