PNC director awarded 62 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 grant of 62 phantom stock units tied to PNC common stock under a deferred compensation plan. The units were credited at $209.24 per unit and bring his indirect phantom stock unit balance to 1,894 units. Separately, he holds 4,857 deferred stock units directly, each generally payable in PNC common stock at retirement or, in limited cases, cash based on the stock’s fair market value. These awards are compensation-related and settled in cash or stock rather than involving open‑market trades.

Insider Trade Summary

Grant/Award: 62 shares

Grant/Award 2 txns

Insider NIBLOCK ROBERT A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	62	$209.24	$13K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 1,894 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 4,857 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 2016 Incentive Award 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 units granted: 62 units Grant credit price: $209.24 per unit Total phantom stock units after grant: 1,894 units +3 more

6 metrics

Phantom stock units granted 62 units Grant on 2026-04-01 under Deferred Compensation Plan

Grant credit price $209.24 per unit Phantom stock unit grant on 2026-04-01

Total phantom stock units after grant 1,894 units Indirect holdings in Deferred Compensation Plan

Deferred stock units outstanding 4,857 units Direct holdings under Directors Deferred Stock Unit Program

Underlying common stock per unit 1 share Each phantom or deferred unit references one PNC common share

Exercise/Conversion price $0.00 Phantom and deferred stock units carry a zero exercise price

Key Terms

Phantom Stock Unit, Deferred Compensation Plan, Deferred stock units ("DSUs"), Directors Deferred Stock Unit Program, +1 more

5 terms

Phantom Stock Unit financial

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

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."

Directors Deferred Stock Unit Program financial

"DSUs granted pursuant to the PNC Directors Deferred Stock Unit Program under PNC's 2016 Incentive Award Plan."

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

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

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

Robert A. Niblock reported receiving 62 phantom stock units linked to PNC common stock. These units were credited under a deferred compensation plan and increase his indirect phantom stock unit balance to 1,894, reflecting additional non‑cash, compensation-related exposure to PNC shares.

What are phantom stock units in the PNC (PNC) filing?

Phantom stock units are the economic equivalent of one share of PNC common stock. They are settled in cash upon distribution to the reporting person and generally do not expire, providing cash-based value tied to PNC’s stock performance rather than actual share ownership.

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

Robert A. Niblock holds 4,857 deferred stock units directly. Each deferred stock unit generally converts at retirement into one share of PNC common stock, or in limited situations cash equal to the fair market value on the payment determination date under the directors’ program.

Are the PNC (PNC) phantom stock units and deferred stock units market trades?

No, the phantom stock units and deferred stock units are compensation-related awards, not open-market trades. Phantom units are cash-settled equivalents of PNC shares, while deferred stock units typically deliver PNC common stock at retirement under the company’s deferred compensation and director programs.

How are dividend equivalents handled on PNC (PNC) phantom and deferred stock units?

Additional phantom stock units and deferred stock units may be acquired as dividend equivalents. These arise under the PNC Deferred Compensation Plan and Directors Deferred Stock Unit Program through exempt transactions occurring after prior Form 4 filings, increasing award balances without separate reportable market purchases.

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Accepted by SEC EDGAR 04/02/2026 - 04:58 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)
04/01/2026

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)	04/01/2026		A		62		(1)	(1)	$5 Par Common Stock	62	$209.24	1,894(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	4,857		4,857(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 2016 Incentive Award 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	04/02/2026
	** 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)