STOCK TITAN

PNC (PNC) director Feldstein adds 392 phantom stock units in compensation grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Feldstein Andrew T reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Andrew T. Feldstein reported a compensation-related grant of phantom stock units tied to PNC common stock. He received 392 phantom stock units under a Deferred Compensation Plan at a reference price of $251.62 per unit, increasing his indirect holdings in that plan to 21,216 units.

He also reports 12,648 deferred stock units held directly and 6,466 phantom stock units held indirectly under a separate deferred stock unit plan. According to the plan descriptions, phantom stock units are economically equivalent to PNC common shares and are settled in cash, while deferred stock units are generally settled in PNC common stock at retirement.

Positive

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Insider Feldstein Andrew T
Role null
Type Security Shares Price Value
Grant/Award Phantom Stock Unit 392 $251.62 $99K
holding Phantom Stock Unit -- -- --
holding Deferred Stock Unit -- -- --
Holdings After Transaction: Phantom Stock Unit — 21,216 shares (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 12,648 shares (Direct, null)
Footnotes (1)
  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. 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 for these securities. 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 for these securities. 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. 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 for these securities.
Phantom units granted 392 phantom stock units Grant under Deferred Compensation Plan on 2026-07-01
Reference price per unit $251.62 per unit Phantom stock unit grant under Deferred Compensation Plan
Phantom units after grant (comp plan) 21,216 phantom stock units Indirect holdings in Deferred Compensation Plan following transaction
Deferred stock units direct 12,648 deferred stock units Direct holdings linked to PNC common stock
Phantom units other plan 6,466 phantom stock units Indirect holdings in Outside Directors Deferred Stock Unit Plan
Phantom stock unit financial
"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."
Deferred Compensation Plan financial
"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC 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.
Deferred stock units ("DSUs") financial
"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"
Dividend equivalents financial
"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"
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.
Equity incentive plan financial
"granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's equity incentive plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
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FAQ

What did PNC (PNC) director Andrew T. Feldstein report in this Form 4?

Andrew T. Feldstein reported a grant of phantom stock units as compensation. He acquired 392 phantom stock units under a Deferred Compensation Plan, bringing his indirect holdings in that plan to 21,216 units, plus existing deferred stock and phantom units in other director plans.

How many phantom stock units did Feldstein receive and at what reference price?

Feldstein received 392 phantom stock units at a reference price of $251.62 each. These units are economically equivalent to PNC common stock and are credited in a Deferred Compensation Plan, where they will ultimately be settled in cash according to plan terms.

What are Feldstein’s total phantom stock unit holdings reported for PNC (PNC)?

Feldstein reports two separate phantom stock unit balances. He holds 21,216 phantom stock units indirectly under a Deferred Compensation Plan and 6,466 phantom stock units indirectly under an Outside Directors Deferred Stock Unit Plan, all economically linked to PNC common stock performance.

How many deferred stock units tied to PNC common stock does Feldstein hold directly?

Feldstein holds 12,648 deferred stock units directly. Each deferred stock unit generally represents the right to receive one share of PNC common stock at retirement or, in limited cases, an equivalent cash amount, under PNC’s directors deferred stock unit program.

Do Feldstein’s phantom stock units in PNC (PNC) ever expire?

The phantom stock units generally do not expire under the described plan terms. Footnotes state phantom stock units are the economic equivalent of PNC common stock and will be settled in cash upon distribution to Feldstein, typically without a stated expiration date.

How are dividend equivalents handled on Feldstein’s PNC deferred and phantom stock units?

Dividend equivalents are credited as additional phantom or deferred stock units. Footnotes explain that his balances include units acquired as dividend equivalents under PNC’s Deferred Compensation Plan and Outside Directors Deferred Stock Unit Plan in transactions exempt from separate reporting.
SEC Form 4
FORM 4UNITED 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*
Feldstein Andrew T

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock Unit(1)07/01/2026A392 (1) (1)$5 Par Common Stock392$251.6221,216(2)IDeferred Compensation Plan
Phantom Stock Unit(1) (1) (1)$5 Par Common Stock6,4666,466(3)IDeferred Stock Unit Plan
Deferred Stock Unit(4) (4) (4)$5 Par Common Stock12,64812,648(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 for these securities.
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 for these securities.
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 for these securities.
Remarks:
Laura Gleason, Attorney-in-Fact for Andrew T. Feldstein07/06/2026
** Signature of Reporting PersonDate
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)