Debra Cafaro at PNC (NYSE: PNC) awarded 844 deferred stock units

Rhea-AI Filing Summary

PNC Financial Services Group director Debra A. Cafaro received a compensation-related equity award. On April 22, 2026, she was granted 844 Deferred Stock Units (DSUs) at an exercise price of $0.0000 per unit 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 a share, pursuant to the Directors Deferred Stock Unit Program. Following this grant, Cafaro holds 10,982 DSUs directly.

Separately, Cafaro has an indirect interest in Phantom Stock Units through a Deferred Compensation Plan, economically equivalent to 9,265 shares of PNC common stock and settled in cash upon distribution. The filing does not show any open‑market buying or selling, only awards and holdings updates.

Insights

Equity compensation analyst

Routine director equity award; no open‑market trading.

Director Debra A. Cafaro received 844 Deferred Stock Units under PNC's 2016 Incentive Award Plan, raising her direct DSU balance to 10,982. This is a standard non‑cash compensation grant, not a purchase on the open market.

The filing also lists 9,265 phantom stock units held indirectly via a Deferred Compensation Plan, which are economically equivalent to PNC common stock but settled in cash. These positions align Cafaro’s economic interests with shareholders without changing the public float.

With no reported buys or sells and net buy/sell activity described as neutral, the information is administrative rather than thesis‑changing. Subsequent company filings may provide additional updates on director compensation structures or equity holdings.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider CAFARO DEBRA A

Role null

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

Holdings After Transaction: Deferred Stock Unit — 10,982 shares (Direct, null); Phantom Stock Unit — 9,265 shares (Indirect, Deferred Compensation Plan)

Footnotes (1)

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. 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 held after grant: 10,982 units Phantom stock underlying shares: 9,265 units +1 more

4 metrics

Deferred Stock Units granted 844 units Grant to director Debra A. Cafaro on April 22, 2026

DSUs held after grant 10,982 units Total direct Deferred Stock Units following transaction

Phantom stock underlying shares 9,265 units Underlying shares equivalent for phantom stock units, indirect holding

Exercise price of DSUs $0.0000 per unit Conversion or exercise price for the 844 Deferred Stock Units

Key Terms

Deferred stock units ("DSUs"), PNC Directors Deferred Stock Unit Program, 2016 Incentive Award Plan, Phantom stock unit, +1 more

5 terms

Deferred stock units ("DSUs") financial

"Deferred stock units ("DSUs") granted pursuant to the PNC Directors Deferred Stock Unit Program"

PNC Directors Deferred Stock Unit Program financial

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

2016 Incentive Award Plan financial

"the Program under PNC's 2016 Incentive Award Plan"

Phantom stock unit financial

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

Deferred Compensation Plan financial

"Phantom Stock Unit ... nature_of_ownership: "Deferred Compensation Plan""

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.

Form 4 Insider Transactions: What Each Field Means →

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^*

CAFARO DEBRA 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	10,982	D
Phantom Stock Unit	(2)							(2)	(2)	$5 Par Common Stock	9,265		9,265	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 Debra A. Cafaro	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)

FAQ

What did PNC (PNC) director Debra A. Cafaro report in this Form 4?

Debra A. Cafaro reported a grant of 844 Deferred Stock Units as director compensation. After this award, she holds 10,982 DSUs directly and has an indirect interest in 9,265 phantom stock units linked to PNC common stock economics.

Are there any open-market stock purchases or sales by Debra A. Cafaro in this PNC Form 4?

No open-market purchases or sales are reported. The filing shows a grant of 844 Deferred Stock Units and an update to holdings, including 10,982 DSUs and 9,265 phantom stock units, all related to compensation and deferred arrangements.

What are Deferred Stock Units (DSUs) granted to PNC director Debra A. Cafaro?

The 844 DSUs are compensation granted under PNC’s 2016 Incentive Award Plan and Directors Deferred Stock Unit Program. Each DSU represents the right at retirement to receive one share of PNC common stock or, in limited circumstances, an equivalent cash amount.

What are phantom stock units reported for Debra A. Cafaro in PNC’s Form 4?

The filing notes 9,265 phantom stock units held indirectly through a Deferred Compensation Plan. Each phantom unit is economically equivalent to one PNC common share, but units are settled in cash upon distribution rather than in actual stock, and generally do not expire.

How many PNC-related deferred units does Debra A. Cafaro hold after this Form 4?

After the reported grant, Cafaro directly holds 10,982 Deferred Stock Units. In addition, she has an indirect interest in 9,265 phantom stock units through a Deferred Compensation Plan, both tied economically to PNC common stock values.