[Form 4] PNC FINANCIAL SERVICES GROUP, INC. Insider Trading Activity

Rhea-AI Filing Summary

Alexander E. Overstrom, Executive Vice President of PNC Financial Services Group (PNC), reported a sale of 1,000 shares of PNC common stock on 09/11/2025 at a price of $203.33 per share. After the sale, Mr. Overstrom beneficially owned 16,635 shares. The Form 4 was signed by attorney-in-fact Laura Gleason on 09/12/2025. The filing discloses a routine officer sale; no derivative transactions or additional details were reported.

Positive

• Timely disclosure of the officer sale with clear price and post-transaction ownership
• No derivative or complex transactions reported, simplifying interpretation for investors

Negative

• Insufficient context on the reason for the sale (e.g., diversification, tax, or personal liquidity) since Form 4 does not provide motives

Insights

Securities Analyst

TL;DR: Officer sold 1,000 PNC shares, reducing holdings to 16,635; transaction appears routine and non-material to company capital structure.

The reported sale on 09/11/2025 of 1,000 shares at $203.33 reduces Overstrom's direct holdings to 16,635 shares. For a large financial institution, this size of sale by an officer is typically considered routine liquidity management and does not change outstanding shares or corporate control. No options, warrants, or other derivative activity were disclosed, and the Form 4 was executed via attorney-in-fact the following day.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; sale logged and attorney-in-fact signature provided—no governance red flags evident from this filing alone.

The Form 4 lists the reporter as an Executive Vice President and shows a single non-derivative sale. The prompt filing and inclusion of the reporting person’s role and remaining beneficial ownership align with regulatory expectations. Absent multiple insider sales, clustered timing with other insiders, or pattern evidence, this single entry does not indicate a material governance concern.

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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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^*

Overstrom Alexander E. C.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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
$5 Par Common Stock	09/11/2025		S		1,000	D	$203.33	16,635	D

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

Explanation of Responses:

Remarks:

	Laura Gleason, Attorney-in-Fact for Alexander E. Overstrom	09/12/2025
	** 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 did Alexander E. Overstrom report on the Form 4 for PNC (PNC)?

He reported a sale of 1,000 shares of PNC common stock on 09/11/2025 at $203.33 per share, leaving 16,635 shares beneficially owned.

When was the Form 4 for Overstrom filed and who signed it?

The Form 4 shows the transaction date 09/11/2025 and was signed by attorney-in-fact Laura Gleason on 09/12/2025.

Did the filing report any options or derivative transactions for PNC insider Overstrom?

No. Table II for derivative securities contains no entries; only a non-derivative sale is reported.

How much did Overstrom receive per share in the reported transaction?

The reported price was $203.33 per share for the 1,000-share sale.

Does this Form 4 indicate a change in company control for PNC?

No. The sale reduces Overstrom’s personal holdings to 16,635 shares but does not affect overall company control as disclosed in this filing.