PNC (PNC) director Renu Khator granted 204 phantom stock units in deferred plan

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Khator Renu reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Renu Khator reported compensation-related equity awards. She received 204 phantom stock units on July 1, 2026 at $251.62 per unit under the PNC Deferred Compensation Plan. Each phantom unit is economically equivalent to one share of PNC common stock and will be settled in cash upon distribution.

Following this grant, she holds 3,627 phantom stock units indirectly through the Deferred Compensation Plan, including units accrued as dividend equivalents. Separately, she holds 4,719 deferred stock units directly under the PNC Directors Deferred Stock Unit Program, each representing the right to receive one share of PNC common stock (or, in limited circumstances, cash) at retirement, including additional units received as dividend equivalents.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Khator Renu

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	204	$251.62	$51K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 3,627 shares (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 4,719 shares (Direct, null)

Footnotes (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. 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.

Key Figures

Phantom stock grant: 204 units Phantom unit reference price: $251.62 per unit Total phantom units after grant: 3,627 units +3 more

6 metrics

Phantom stock grant 204 units Grant on July 1, 2026

Phantom unit reference price $251.62 per unit July 1, 2026 grant value

Total phantom units after grant 3,627 units Held indirectly in Deferred Compensation Plan

Deferred stock units position 4,719 units Deferred Stock Units under directors program

Underlying common stock equivalence 4,719 shares Underlying shares for deferred stock units

Underlying shares for phantom grant 204 shares Underlying PNC common stock equivalence

Key Terms

Phantom Stock Unit, Deferred Stock Unit, Deferred Compensation Plan, dividend equivalents, +1 more

5 terms

Phantom Stock Unit financial

"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. common stock."

Deferred Stock Unit financial

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

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.

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

"DSUs granted pursuant to the PNC Directors Deferred Stock Unit 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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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/06/2026 - 02:20 PM Accepted by SEC EDGAR 07/06/2026 - 02:20 PM

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^*

Khator Renu

(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)
07/01/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Unit	⁽¹⁾	07/01/2026		A		204		⁽¹⁾	⁽¹⁾	$5 Par Common Stock	204	$251.62	3,627⁽²⁾	I	Deferred Compensation Plan
Deferred Stock Unit	⁽³⁾							⁽³⁾	⁽³⁾	$5 Par Common Stock	4,719		4,719⁽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 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.

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 Renu Khator	07/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did PNC (PNC) director Renu Khator report?

Renu Khator reported a grant of 204 phantom stock units as compensation. These units are tied to PNC common stock value and were credited under the PNC Deferred Compensation Plan, increasing her deferred, cash-settled exposure to the company rather than representing an open-market stock purchase.

At what value were Renu Khator’s new phantom stock units in PNC (PNC) recorded?

The 204 phantom stock units were recorded at $251.62 per unit. This price reflects the reference value for the units, which are economically equivalent to PNC common shares but will be settled in cash under the Deferred Compensation Plan.

How many phantom stock units in PNC (PNC) does Renu Khator now hold?

After the reported grant, Renu Khator holds 3,627 phantom stock units indirectly. This total includes both the 204 newly granted units and additional units accumulated as dividend equivalents within the PNC Deferred Compensation Plan since her prior Form 4 filing.

What are phantom stock units in the context of PNC (PNC)?

Each phantom stock unit is economically equivalent to one share of PNC common stock. Instead of delivering actual shares, PNC settles these units in cash upon distribution to the reporting person, and the units generally do not expire under the Deferred Compensation Plan.

How many deferred stock units (DSUs) in PNC (PNC) does Renu Khator hold?

Renu Khator holds 4,719 deferred stock units directly under PNC’s Directors Deferred Stock Unit Program. Each DSU represents a right at retirement to receive one PNC common share or, in limited circumstances, cash equal to that share’s fair market value.

Do Renu Khator’s phantom and deferred stock units in PNC (PNC) involve immediate stock ownership?

No, phantom stock units are settled in cash, and DSUs provide rights to stock or cash at retirement. Both represent deferred compensation linked to PNC’s share value rather than immediate, tradable stock positions in the market.