PNC director awarded 102 phantom stock units

NIBLOCK ROBERT A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

NIBLOCK ROBERT A reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Robert A. Niblock received a compensation-related award of phantom stock units and updated his deferred stock unit holdings.

On July 1, 2026, he was granted 102 phantom stock units under the PNC Deferred Compensation Plan at an economic value tied to PNC common stock, bringing his indirect phantom stock holdings to 2,011 units. A separate entry reflects 5,736 deferred stock units, each representing the right to receive one share of PNC common stock at retirement under the directors’ Deferred Stock Unit Program. These instruments are primarily retirement and deferred compensation, not open-market stock purchases or sales.

Insider Trade Summary

Grant/Award: 102 shares

Grant/Award 2 txns

Insider NIBLOCK ROBERT A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	102	$251.62	$26K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 2,011 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 5,736 contracts (Direct)

Footnotes (4)

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. 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. F4. 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: 102 units Phantom stock grant price: $251.62 per unit Phantom units after grant: 2,011 units +2 more

5 metrics

Phantom stock grant 102 units Grant under Deferred Compensation Plan on July 1, 2026

Phantom stock grant price $251.62 per unit Reference transaction price per phantom stock unit

Phantom units after grant 2,011 units Total phantom stock units held indirectly after July 1, 2026

Deferred stock units 5,736 units Deferred stock units representing future right to PNC shares

Underlying common stock 5,736 shares Shares underlying deferred stock units reported as of July 1, 2026

Key Terms

phantom stock units, Deferred Compensation Plan, Deferred stock units ("DSUs"), equity incentive plan, +1 more

5 terms

phantom stock units financial

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

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

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 under PNC's equity incentive plan."

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.

dividend equivalents financial

"Includes DSUs acquired by the reporting person as dividend equivalents under the Program in transactions exempt from reporting."

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.

FAQ

What did PNC (PNC) director Robert A. Niblock report in this Form 4?

He reported a grant of 102 phantom stock units and updated totals for deferred stock units. These entries reflect deferred compensation arrangements rather than open-market buying or selling of PNC common stock.

How many phantom stock units does Robert A. Niblock now hold at PNC (PNC)?

After the reported grant, he holds 2,011 phantom stock units in a Deferred Compensation Plan. Each phantom unit tracks the value of one PNC common share but will be settled in cash on distribution.

What is the size and value of the new phantom stock unit grant at PNC (PNC)?

The filing shows a grant of 102 phantom stock units at a reference price of $251.62 per unit. This award is part of a non-cash deferred compensation program linked to PNC’s common stock value.

What are deferred stock units (DSUs) reported by PNC (PNC) director Niblock?

Deferred stock units, or DSUs, represent the right to receive one share of PNC common stock at retirement. Niblock reports 5,736 DSUs under the PNC Directors Deferred Stock Unit Program, which is part of the company’s equity incentive plan.

Do the PNC (PNC) phantom stock and DSU holdings involve immediate stock issuance?

No, the phantom stock units are settled in cash upon future distribution, while DSUs convert to PNC common shares (or limited cash alternatives) at retirement. Both are deferred compensation, not immediate stock issuances or market trades.

Are dividend equivalents included in PNC (PNC) phantom stock and DSU totals for Niblock?

Yes. Footnotes state the reported totals include units acquired as dividend equivalents under the Deferred Compensation Plan and the Directors Deferred Stock Unit Program, in transactions exempt from separate reporting after his prior Form 4.

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Available on EDGAR 07/06/2026 - 02:20 PM Accepted by SEC EDGAR 07/06/2026 - 02:19 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^*

NIBLOCK ROBERT A

(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)
			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)	07/01/2026		A		102		(1)	(1)	$5 Par Common Stock	102	$251.62	2,011(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	5,736		5,736(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 Robert A. Niblock	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)