STOCK TITAN

PNC (NYSE: PNC) director granted 844 deferred stock units

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

Rhea-AI Filing Summary

HESSE DANIEL reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Daniel Hesse received a grant of 844 Deferred Stock Units (DSUs) tied to PNC common stock. This compensation award increased his directly held DSUs to 12,562 units, each representing the right at retirement to receive one PNC share or, in limited cases, cash of equivalent value.

He also has indirect holdings of phantom stock units economically equivalent to PNC shares, including units linked to 2,116 and 4,868 underlying PNC common shares through deferred stock and deferred compensation plans. These phantom units are generally settled in cash and typically do not expire.

Positive

  • None.

Negative

  • None.
Insider HESSE DANIEL
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Unit 844 $0.00 --
holding Phantom Stock Unit -- -- --
holding Phantom Stock Unit -- -- --
Holdings After Transaction: Deferred Stock Unit — 12,562 shares (Direct, null); Phantom Stock Unit — 4,868 shares (Indirect, Deferred Compensation Plan)
Footnotes (1)
  1. 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 The PNC Financial Services Group, Inc. ("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. One phantom stock unit is the economic equivalent of one share of PNC common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
Deferred Stock Units granted 844 units Grant of DSUs tied to $5 par common stock
Direct DSU holdings after grant 12,562 units Total Deferred Stock Units following transaction
Phantom units in deferred stock plan 2,116 underlying shares Phantom stock units, indirect ownership
Phantom units in deferred compensation plan 4,868 underlying shares Phantom stock units, indirect ownership
Deferred Stock Unit financial
"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"
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.
Phantom Stock Unit financial
"One phantom stock unit is the economic equivalent of one share of PNC common stock"
Deferred Stock Unit Plan financial
"nature_of_ownership": "Deferred Stock Unit Plan""
Deferred Compensation Plan financial
"nature_of_ownership": "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.
2016 Incentive Award Plan financial
"under PNC's 2016 Incentive Award Plan"
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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/22/2026
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
Deferred Stock Unit(1)04/22/2026A844 (1) (1)$5 Par Common Stock844$012,562D
Phantom Stock Unit(2) (2) (2)$5 Par Common Stock4,8684,868IDeferred Compensation Plan
Phantom Stock Unit(2) (2) (2)$5 Par Common Stock2,1162,116IDeferred Stock Unit Plan
Explanation of Responses:
1. 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 The PNC Financial Services Group, Inc. ("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.
2. One phantom stock unit is the economic equivalent of one share of PNC common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.
Remarks:
Laura Gleason, Attorney-in-Fact for Daniel R. Hesse04/24/2026
** 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)

FAQ

What did PNC (PNC) director Daniel Hesse report in this Form 4?

Daniel Hesse reported a grant of 844 Deferred Stock Units (DSUs) linked to PNC common stock. This award increased his directly held DSUs to 12,562 units, representing retirement-linked rights to PNC shares or, in limited cases, cash of equivalent value.

What are Deferred Stock Units (DSUs) in the PNC (PNC) filing?

Deferred Stock Units are compensation awards that each represent the right to receive one PNC common share at retirement or, in limited circumstances, equivalent cash. They are granted under PNC’s 2016 Incentive Award Plan and accumulate as part of the director’s long-term equity-based compensation.

How many PNC (PNC) DSUs does Daniel Hesse hold after this transaction?

After receiving 844 DSUs, Daniel Hesse holds a total of 12,562 Deferred Stock Units directly. Each DSU is tied to one share of PNC common stock or equivalent cash at retirement, aligning his compensation with future company performance and shareholder value.

What are phantom stock units mentioned in the PNC (PNC) Form 4?

Phantom stock units are cash-settled units economically equivalent to one share of PNC common stock. In this filing, Hesse has phantom units linked to 2,116 and 4,868 underlying shares through deferred stock and deferred compensation plans, generally payable in cash and typically without expiration.

Is the PNC (PNC) Form 4 a market purchase or sale of shares?

No, the filing reflects a grant of Deferred Stock Units and existing phantom stock unit holdings, not open-market purchases or sales. The DSUs and phantom units are part of compensation and deferred plans, with settlement in shares or cash according to plan terms at future dates.