PNC director receives 844 deferred stock units

Salesky Bryan Scott reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Salesky Bryan Scott reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Bryan Scott Salesky received a grant of 844 Deferred Stock Units (DSUs). These DSUs were awarded under PNC's 2016 Incentive Award Plan through the Directors Deferred Stock Unit Program and carry a stated price of $0.0000 per unit.

Following this grant, Salesky holds 5,701 DSUs directly, each representing the right to receive one share of PNC common stock, or in limited cases cash equal to its fair market value, at retirement. Separately, he is shown with 2,171 phantom stock units held indirectly through a Deferred Compensation Plan, which are economically equivalent to PNC common shares and are settled in cash.

Insights

Equity compensation analyst

Routine director equity grant in deferred stock units at PNC.

PNC granted director Bryan Scott Salesky 844 Deferred Stock Units, lifting his direct DSU balance to 5,701 units. The grant is classified as a compensation-related award with a zero stated price, consistent with typical non-cash director compensation structures.

Footnotes explain that each DSU represents a future right at retirement to receive one PNC common share or, in limited cases, cash equal to the share’s fair market value. This aligns the director’s incentives with long-term shareholder value rather than near-term trading activity.

The filing also lists 2,171 phantom stock units held indirectly through a Deferred Compensation Plan, economically mirroring PNC stock but settled in cash. Overall, the activity reflects standard deferred equity compensation rather than an open-market purchase or sale, so its standalone impact on an investment view is limited.

Insider Trade Summary

Grant/Award: 844 shares

Grant/Award 2 txns

Insider Salesky Bryan Scott

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Unit	844	$0.00	$0.00
holding	Phantom Stock Unit	--	--	--

Holdings After Transaction: Deferred Stock Unit — 5,701 contracts (Direct); Phantom Stock Unit — 2,171 contracts (Indirect, Deferred Compensation Plan)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Deferred Stock Units granted: 844 units Direct DSU holdings after grant: 5,701 units Indirect phantom stock units: 2,171 units +2 more

5 metrics

Deferred Stock Units granted 844 units Grant to director on 2026-04-22

Direct DSU holdings after grant 5,701 units Total Deferred Stock Units following transaction

Indirect phantom stock units 2,171 units Phantom stock units via Deferred Compensation Plan

Underlying common stock par value $5 par Underlying security for DSUs and phantom units

Exercise or conversion price $0.0000 per unit Stated for DSUs and phantom stock units

Key Terms

Deferred Stock Unit, Phantom Stock Unit, Directors Deferred Stock Unit Program, Deferred Compensation Plan, +1 more

5 terms

Deferred Stock Unit financial

"Deferred Stock Unit granted pursuant to the PNC Directors Deferred Stock Unit Program under PNC's 2016 Incentive Award Plan."

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.

Phantom Stock Unit financial

"One phantom stock unit is the economic equivalent of one share of PNC common stock."

Directors Deferred Stock Unit Program financial

"DSUs granted pursuant to the PNC Directors Deferred Stock Unit Program under PNC's 2016 Incentive Award Plan."

Deferred Compensation Plan financial

"Phantom stock units are held indirectly through a 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.

2016 Incentive Award Plan financial

"Deferred stock units granted pursuant to PNC's 2016 Incentive Award Plan."

FAQ

What did PNC (PNC) director Bryan Scott Salesky report in this Form 4 filing?

He reported receiving 844 Deferred Stock Units (DSUs) tied to PNC common stock, increasing his direct DSU holdings to 5,701 units. The filing also shows 2,171 phantom stock units held indirectly through a Deferred Compensation Plan, economically linked to PNC shares.

What is a Deferred Stock Unit (DSU) in the PNC (PNC) director program?

A PNC Deferred Stock Unit (DSU) represents the right to receive one share of PNC common stock, or in limited circumstances cash equal to its fair market value. According to the program, these DSUs are delivered at retirement under the Directors Deferred Stock Unit Program.

How many deferred and phantom units does the PNC (PNC) director hold after this Form 4?

After the grant, the director holds 5,701 Deferred Stock Units directly and 2,171 phantom stock units indirectly through a Deferred Compensation Plan. Both types reference $5 par value PNC common stock as the underlying security in the filing data.

Does this PNC (PNC) Form 4 show an open-market buy or sell of common stock?

No, the filing records a grant of 844 Deferred Stock Units with a transaction code A, described as a grant, award, or other acquisition. It does not show any open-market purchases or sales of PNC common shares by the director on that date.

How are PNC (PNC) phantom stock units described in this Form 4 filing?

Each phantom stock unit is described as economically equivalent to one share of PNC common stock. The footnote states phantom stock units will be settled in cash upon distribution to the reporting person and are generally noted as not expiring.

Under which plan were the PNC (PNC) Deferred Stock Units granted to the director?

The Deferred Stock Units were granted under PNC’s 2016 Incentive Award Plan, specifically through the PNC Directors Deferred Stock Unit Program. The filing notes that each DSU in this program corresponds to one share of PNC common stock or, in limited cases, an equivalent cash amount.

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Accepted by SEC EDGAR 04/24/2026 - 11:21 AM 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^*

Salesky Bryan Scott

(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)

X	Director		10% 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)

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
Deferred Stock Unit	(1)	04/22/2026		A		844		(1)	(1)	$5 Par Common Stock	844	$0	5,701	D
Phantom Stock Unit	(2)							(2)	(2)	$5 Par Common Stock	2,171		2,171	I	Deferred Compensation 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. 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.

Remarks:

	Laura Gleason, Attorney-in-Fact for Bryan S. Salesky	04/24/2026
	** 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)