PNC Financial (NYSE: PNC) director discloses phantom and deferred units

Rhea-AI Filing Summary

The PNC Financial Services Group, Inc. director Daniel R. Hesse reported equity-based compensation activity. On 01/02/2026, he acquired 68 phantom stock units tied to PNC $5 par common stock at a reference price of $211.46 per unit under a deferred compensation arrangement.

After this transaction, he held 4,764 phantom stock units in a PNC Deferred Compensation Plan and 2,101 phantom stock units in an Outside Directors Deferred Stock Unit Plan. He also held 11,639 deferred stock units (DSUs) granted under PNC’s Directors Deferred Stock Unit Program. Each phantom stock unit is economically equivalent to one share of PNC common stock and is settled in cash, while each DSU represents the right at retirement to receive one share of PNC common stock or, in limited cases, cash equal to its fair market value.

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
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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 PA 15222

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	01/02/2026		A		68		(1)	(1)	$5 Par Common Stock	68	$211.46	4,764(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	2,101		2,101(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	11,639		11,639(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.

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.

4. 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.

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.

Remarks:

	Laura Gleason, Attorney-in-Fact for Daniel R. Hesse	01/06/2026
	** 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.

FAQ

What insider transaction did PNC (PNC) director Daniel R. Hesse report?

Daniel R. Hesse reported acquiring 68 phantom stock units linked to $5 par PNC common stock on 01/02/2026 under a deferred compensation arrangement.

How many phantom stock units does the PNC (PNC) director hold after this Form 4?

Following the reported transaction, Daniel R. Hesse beneficially owned 4,764 phantom stock units in a PNC Deferred Compensation Plan and 2,101 phantom stock units in an Outside Directors Deferred Stock Unit Plan.

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

The filing states that one phantom stock unit is the economic equivalent of one share of PNC common stock. These units will be settled in cash upon distribution to the reporting person and generally do not expire.

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

Deferred stock units are granted under PNC’s Directors Deferred Stock Unit Program. Each DSU represents the right at retirement to receive one share of PNC common stock, or in limited cases cash equal to the share’s fair market value on the payment determination date.

How many deferred stock units does the PNC (PNC) director hold?

As reported, Daniel R. Hesse beneficially owned 11,639 deferred stock units (DSUs) under the PNC Directors Deferred Stock Unit Program.

Is the PNC (PNC) reporting person an officer or a director?

The filing identifies the reporting person as a Director of The PNC Financial Services Group, Inc., and the form is filed by one reporting person.

How are additional phantom or deferred stock units accumulated in PNC (PNC) plans?

The filing explains that holdings include units acquired as dividend equivalents under PNC deferred compensation and directors’ deferred stock unit plans in transactions that were exempt from reporting.