PNC director Daniel Hesse acquires 65 stock-linked units

PNC Financial Services Group director Daniel Hesse acquired 65 phantom stock units on October 1, 2026, through indirect holdings in the PNC Deferred Compensation Plan.

Rhea-AI Filing Summary

PNC Financial Services Group director Daniel Hesse acquired 65 phantom stock units on October 1, 2026, through indirect holdings in the PNC Deferred Compensation Plan. His reported post-transaction position in that plan was 5,166 units on October 1, 2026; it includes dividend-equivalent units acquired in transactions exempt from reporting after his most recent Form 4. No Rule 10b5-1 plan is reported. His other listed positions on October 1, 2026, were 2,149 indirect phantom stock units under the PNC Outside Directors Deferred Stock Unit Plan and 12,743 direct deferred stock units under the PNC Directors Deferred Stock Unit Program.

Insider Trade Summary

Grant/Award: 65 shares

Grant/Award 3 txns

Insider HESSE DANIEL

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit F1, F2	65	$220.75	$14K
holding	Phantom Stock Unit F1, F3	--	--	--
holding	Deferred Stock Unit F4, F5	--	--	--

Holdings After Transaction: Phantom Stock Unit — 5,166 contracts (Indirect, Deferred Compensation Plan); Phantom Stock Unit — 2,149 contracts (Indirect, Deferred Stock Unit Plan); Deferred Stock Unit — 12,743 contracts (Direct)

Footnotes (5)

1. F1. 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. F2. 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. F3. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.
4. F4. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive 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.
5. F5. 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.

Key Figures

Phantom stock units acquired: 65 units Indirect phantom stock units after transaction: 5,166 units Indirect phantom stock units: 2,149 units +1 more

4 metrics

Phantom stock units acquired 65 units October 1, 2026; PNC Deferred Compensation Plan

Indirect phantom stock units after transaction 5,166 units October 1, 2026; PNC Deferred Compensation Plan

Indirect phantom stock units 2,149 units October 1, 2026; PNC Outside Directors Deferred Stock Unit Plan

Direct deferred stock units 12,743 units October 1, 2026; PNC Directors Deferred Stock Unit Program

Key Terms

Phantom stock unit, Dividend equivalents, Deferred stock units ("DSUs")

3 terms

Phantom stock unit financial

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

Dividend equivalents financial

"acquired by the reporting person as dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

Deferred stock units ("DSUs") financial

"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many phantom stock units did PNC director Daniel Hesse acquire?

Daniel Hesse acquired 65 phantom stock units on October 1, 2026, through indirect holdings in the PNC Deferred Compensation Plan. His reported post-transaction balance was 5,166 units, including dividend equivalents acquired in transactions exempt from reporting after his most recent Form 4. No Rule 10b5-1 plan is reported.

What do Daniel Hesse's PNC deferred stock units provide?

His 12,743 deferred stock units under the PNC Directors Deferred Stock Unit Program represent a right to receive one PNC common share at retirement or, in limited circumstances, cash equal to the fair market value of one share on the payment determination date.

How are PNC phantom stock units settled?

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

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/05/2026 - 05:17 PM Accepted by SEC EDGAR 10/05/2026 - 05:17 PM 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^*

HESSE DANIEL

(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)
10/01/2026

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
Phantom Stock Unit	(1)	10/01/2026		A		65		(1)	(1)	$5 Par Common Stock	65	$220.75	5,166(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	2,149		2,149(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	12,743		12,743(5)	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. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

4. Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive 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.

5. 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 Daniel R. Hesse	10/05/2026
	** 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)