PNC director awarded 844 deferred stock units

PNC Financial Services Group director Robert A. Niblock received a compensation-related equity award in the form of deferred stock units.

Rhea-AI Filing Summary

PNC Financial Services Group director Robert A. Niblock received a compensation-related equity award in the form of deferred stock units. On the reported date, he was granted 844 Deferred Stock Units (DSUs) with an exercise price of $0.00, each tied to one share of PNC common stock.

Under PNC’s Directors Deferred Stock Unit Program, each DSU generally converts at retirement into either one share of PNC common stock or, in limited cases, cash equal to its fair market value. Following this grant, Niblock directly holds 5,701 DSUs and indirectly holds phantom stock units economically equivalent to 1,894 shares through a Deferred Compensation Plan.

Insider Trade Summary

Grant/Award: 844 shares

Grant/Award 2 txns

Insider NIBLOCK ROBERT A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Deferred Stock Unit	844	$0.00	$0.00
holding	Phantom Stock Unit	--	--	--

Holdings After Transaction: Deferred Stock Unit — 5,701 contracts (Direct); Phantom Stock Unit — 1,894 contracts (Indirect, Deferred Compensation Plan)

Footnotes (2)

1. F1. 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. F2. 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.

Key Figures

Deferred Stock Units granted: 844 units DSUs after transaction: 5,701 units Phantom stock underlying shares: 1,894 shares +2 more

5 metrics

Deferred Stock Units granted 844 units Grant of Deferred Stock Units on 2026-04-22

DSUs after transaction 5,701 units Total Deferred Stock Units directly held after grant

Phantom stock underlying shares 1,894 shares Underlying $5 Par Common Stock for phantom stock units held indirectly

DSU exercise price $0.00 per unit Conversion or exercise price for Deferred Stock Units

Phantom stock exercise price $0.00 per unit Exercise price for phantom stock units economically equivalent to PNC shares

Key Terms

Deferred Stock Unit, Phantom stock unit, Directors Deferred Stock Unit Program, Deferred Compensation Plan, +1 more

5 terms

Deferred Stock Unit financial

"Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award 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.

Phantom stock unit financial

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

Directors Deferred Stock Unit Program financial

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

Deferred Compensation Plan financial

"Phantom stock units will be settled in cash upon distribution to the reporting person."

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

"PNC Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan."

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 844 Deferred Stock Units as compensation. These units are linked to PNC common stock and increase his deferred equity-based holdings, rather than representing an open-market purchase or sale of shares.

How many PNC deferred stock units does Robert A. Niblock hold after this transaction?

After this transaction, Robert A. Niblock holds 5,701 Deferred Stock Units directly. These units are part of a director compensation program and are generally payable in PNC common stock or cash at retirement, based on the plan’s terms.

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

Deferred Stock Units granted under PNC’s Directors Deferred Stock Unit Program each represent the right, at retirement, to receive one share of PNC common stock or, in limited cases, cash equal to that share’s fair market value, according to the plan’s terms.

What are phantom stock units reported by Robert A. Niblock in PNC (PNC) stock?

The filing notes phantom stock units that are economically equivalent to PNC common stock and are held indirectly through a Deferred Compensation Plan. These units are settled in cash upon distribution and generally do not expire, providing cash-based exposure to PNC’s share value.

Did Robert A. Niblock buy or sell PNC shares on the open market?

The filing describes a grant of 844 Deferred Stock Units as compensation, not an open-market purchase or sale. The phantom and deferred units provide economic exposure to PNC stock value under company plans rather than reflecting discretionary market trading.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/24/2026 - 11:21 AM EDT 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)
04/22/2026

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
Deferred Stock Unit	(1)	04/22/2026		A		844		(1)	(1)	$5 Par Common Stock	844	$0	5,701	D
Phantom Stock Unit	(2)							(2)	(2)	$5 Par Common Stock	1,894		1,894	I	Deferred Compensation 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 Robert A. Niblock	04/24/2026
	** 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)