PNC director Harshman adds 33 phantom units; holds 8,710 DSUs

Rhea-AI Filing Summary

PNC Financial Services (PNC) director Richard J. Harshman reported routine equity-related updates. On 10/01/2025, he acquired 33 phantom stock units, economically equivalent to PNC common shares and settled in cash, at a recorded derivative price of $198.44. Following this, he held 2,083 phantom units indirectly through the Deferred Compensation Plan.

He also holds 8,710 deferred stock units (DSUs) directly under the Directors Deferred Stock Unit Program, each representing the right to receive one PNC share at retirement or, in limited cases, cash equal to the share’s fair market value. Both phantom units and DSUs reflect dividend-equivalent accruals under their respective programs.

Insights

Governance & Compensation Analyst

Routine Form 4 showing small phantom unit accrual and DSU holdings.

The filing lists a modest addition of 33 phantom stock units on 10/01/2025 at $198.44, instruments that mirror PNC common stock value but are settled in cash. Post-transaction, indirect phantom unit holdings are 2,083 via the Deferred Compensation Plan.

It also reflects 8,710 DSUs under the directors’ program, each linked to one PNC share at retirement or limited cash settlement, with dividend equivalents included per plan terms. These programmatic accruals are common in director compensation and typically have limited near-term market impact.

Actual effects depend on plan distributions and future accruals disclosed in subsequent filings; the document presents no changes to payout timing or terms.

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^*

HARSHMAN RICHARD J

(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		33		(1)	(1)	$5 Par Common Stock	33	$198.44	2,083(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	8,710		8,710(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 Richard J. Harshman	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 PNC (PNC) director Richard J. Harshman report acquiring?

He acquired 33 phantom stock units on 10/01/2025, economically equivalent to PNC common stock and settled in cash.

What price is associated with the phantom stock unit entry for PNC (PNC)?

The filing shows a derivative price of $198.44 for the 33 phantom stock units.

How many phantom stock units does the PNC (PNC) director hold after the transaction?

He holds 2,083 phantom stock units indirectly via the Deferred Compensation Plan.

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

He holds 8,710 DSUs directly under the Directors Deferred Stock Unit Program.

How are PNC (PNC) phantom stock units and DSUs settled?

Phantom stock units are settled in cash; DSUs deliver one PNC share at retirement or, in limited cases, cash equal to fair value.

Do the reported PNC (PNC) units include dividend equivalents?

Yes. Both phantom stock units and DSUs include dividend-equivalent accruals under their respective plans.