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

Rhea-AI Filing Summary

Debra A. Cafaro, a director of The PNC Financial Services Group, Inc. (PNC), reported transactions dated 10/01/2025. She acquired 132 phantom stock units under PNC's compensation arrangements at an attributable price of $198.44 per share equivalent; phantom units are settled in cash and are the economic equivalent of PNC common stock. The filing shows 8,867 phantom stock units beneficially owned following the transaction (including dividend-equivalent units) and 9,981 deferred stock units (DSUs) held directly under the Directors Deferred Stock Unit Program, each representing a right to receive one share at retirement or, in limited cases, cash. The Form is signed by an attorney-in-fact on behalf of Ms. Cafaro on 10/03/2025.

Positive

• Acquisition of 132 phantom stock units on 10/01/2025, showing continued director alignment with shareholder value
• 9,981 DSUs held directly under the Directors Deferred Stock Unit Program, representing a sizable deferred equity position
• 8,867 phantom stock units beneficially owned following the transaction, including dividend-equivalent units acquired after prior filings

Negative

• None.

Insights

Corporate Governance Expert

Director acquired phantom units and holds significant DSUs and phantom units.

What it means: The acquisition of 132 phantom stock units on 10/01/2025 increases the reporting person’s cash-settled equity exposure to PNC without issuing new shares.

Why it matters: Phantom units and DSUs align director compensation with shareholder value because their value tracks PNC common stock; the filing discloses 8,867 phantom units (including dividend equivalents) and 9,981 DSUs, quantifying her deferred equity stake that will convert to shares or cash at retirement.

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^*

CAFARO DEBRA A

(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)
10/01/2025

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

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)	10/01/2025		A		132		(1)	(1)	$5 Par Common Stock	132	$198.44	8,867(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	9,981		9,981(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 Debra A. Cafaro	10/03/2025
	** 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 Debra A. Cafaro report on the PNC Form 4 (PNC)?

She reported acquiring 132 phantom stock units on 10/01/2025 and beneficial ownership totals of 8,867 phantom units and 9,981 deferred stock units (DSUs).

What is the economic effect of the phantom stock units reported?

Each phantom stock unit is the economic equivalent of one share of PNC common stock and will be settled in cash upon distribution to the reporting person.

How do the Deferred Stock Units (DSUs) reported work?

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

When were these transactions and the Form 4 signature dated?

The transactions are reported as of 10/01/2025, and the Form 4 is signed by an attorney-in-fact on behalf of Debra A. Cafaro on 10/03/2025.

Do the phantom units include dividend equivalents?

Yes, the filing states that the 8,867 phantom units include units acquired as dividend equivalents under PNC's Deferred Compensation Plan after the reporting person’s most recent Form 4.