PNC Financial (NYSE: PNC) director updates phantom and deferred stock units

Rhea-AI Filing Summary

PNC Financial Services Group director Debra A. Cafaro reported changes in her deferred equity-based holdings. On 01/02/2026, she acquired 124 phantom stock units, each tied economically to one share of PNC common stock, at a reference price of $211.46 per share. These phantom units are held indirectly in a PNC Deferred Compensation Plan and are settled in cash at distribution.

After this transaction, Cafaro beneficially owned 9,074 phantom stock units indirectly through the Deferred Compensation Plan and 10,070 deferred stock units (DSUs) directly under the PNC Directors Deferred Stock Unit Program. Each DSU represents the right to receive, generally at retirement, one share of PNC common stock or, in limited cases, cash equal to its fair market value.

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^*

CAFARO DEBRA A

(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	9,074(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	10,070		10,070(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 Debra A. Cafaro	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) director Debra A. Cafaro report?

Debra A. Cafaro reported acquiring 124 phantom stock units tied to $5 par PNC common stock on 01/02/2026, as disclosed in a Form 4 filing.

How many phantom stock units does Debra A. Cafaro now hold at PNC (PNC)?

Following the reported transaction, Debra A. Cafaro beneficially owned 9,074 phantom stock units indirectly in the PNC Deferred Compensation Plan.

What are phantom stock units in the PNC (PNC) deferred compensation plan?

At PNC, one phantom stock unit is the economic equivalent of one share of PNC common stock. These units are settled in cash upon distribution to the reporting person and generally do not expire.

What deferred stock units (DSUs) does Debra A. Cafaro hold at PNC (PNC)?

Debra A. Cafaro holds 10,070 deferred stock units (DSUs) granted under the PNC Directors Deferred Stock Unit Program pursuant to PNC's 2016 Incentive Award Plan.

How are PNC (PNC) deferred stock units (DSUs) for directors settled?

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 terms of the Program.

Did dividend equivalents affect Debra A. Cafaro’s PNC (PNC) unit balances?

Yes. The filing states that both phantom stock units and DSUs balances include units acquired as dividend equivalents in transactions exempt from reporting that occurred after her most recent prior filing.