PNC director granted new phantom stock units

Khator Renu reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Khator Renu reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Renu Khator reported a routine compensation award of 126 phantom stock units on April 1, 2026, each economically equivalent to one share of PNC common stock at $209.24 per unit. These units are credited under a Deferred Compensation Plan, settle in cash, and generally do not expire, bringing her indirect phantom stock balance to 3,397 units.

The filing also updates holdings of Deferred Stock Units (DSUs), which now represent 3,847 underlying shares of PNC common stock under the Directors Deferred Stock Unit Program. Each DSU provides the right to receive one share of PNC common stock (or, in limited cases, cash equal to its fair market value) at retirement, reflecting ongoing board-level equity-based compensation rather than open-market trading.

Insider Trade Summary

Grant/Award: 126 shares

Grant/Award 2 txns

Insider Khator Renu

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Unit	126	$209.24	$26K
holding	Deferred Stock Unit	--	--	--

Holdings After Transaction: Phantom Stock Unit — 3,397 contracts (Indirect, Deferred Compensation Plan); Deferred Stock Unit — 3,847 contracts (Direct)

Footnotes (4)

1. F1. 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. F2. 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. F3. 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. F4. 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.

Key Figures

Phantom stock units granted: 126 units Phantom unit reference price: $209.24 per unit Phantom units after award: 3,397 units +3 more

6 metrics

Phantom stock units granted 126 units Award on April 1, 2026 under Deferred Compensation Plan

Phantom unit reference price $209.24 per unit Economic equivalent of one PNC common share

Phantom units after award 3,397 units Total phantom stock units indirectly held after transaction

Deferred Stock Units outstanding 3,847 units Each DSU linked to one PNC common share at retirement

Underlying shares for DSUs 3,847 shares Underlying $5 par PNC common stock tied to DSUs

Exercise price for derivatives $0.00 Conversion or exercise price for reported derivative holdings

Key Terms

Phantom Stock Unit, Deferred Compensation Plan, Deferred Stock Unit, Dividend equivalents, +2 more

6 terms

Phantom Stock Unit financial

"One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc."

Deferred Compensation Plan financial

"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC 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.

Deferred Stock Unit financial

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

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.

Dividend equivalents financial

"Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

2016 Incentive Award Plan financial

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

Directors Deferred Stock Unit Program financial

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

FAQ

What insider transaction did PNC (PNC) director Renu Khator report?

Renu Khator reported a grant of 126 phantom stock units tied to PNC common stock. These units were awarded as compensation on April 1, 2026, and increase her indirect phantom stock balance to 3,397 units under PNC’s Deferred Compensation Plan.

What are phantom stock units in the PNC (PNC) Form 4 filing?

Each phantom stock unit is economically equivalent to one PNC share but settles in cash rather than stock. The award tracks PNC’s share price over time and is part of non-cash compensation for the director, generally without an expiration date.

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

After the April 1, 2026 award, Renu Khator holds 3,397 phantom stock units indirectly through the Deferred Compensation Plan. This total includes the newly granted 126 units and prior units, including dividend equivalents credited under the same plan.

What are Deferred Stock Units (DSUs) reported in the PNC (PNC) filing?

Deferred Stock Units are awards under PNC’s Directors Deferred Stock Unit Program. Each DSU generally entitles the director, at retirement, to receive one share of PNC common stock or, in limited cases, cash equal to the share’s fair market value.

How many Deferred Stock Units does the PNC (PNC) director now hold?

The Form 4 shows 3,847 Deferred Stock Units outstanding, each linked to one underlying share of PNC common stock. This figure includes DSUs granted under the Program and DSUs added as dividend equivalents since the director’s prior Form 4 filing.

Does the PNC (PNC) Form 4 reflect open-market buying or selling of shares?

The transactions reflect compensation-related awards, not open-market trades. The filing reports a grant of phantom stock units and updated DSU holdings, both tied to board compensation programs, rather than discretionary buying or selling of PNC common stock.

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Accepted by SEC EDGAR 04/02/2026 - 04:57 PM 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^*

Khator Renu

(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)
04/01/2026

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
Phantom Stock Unit	(1)	04/01/2026		A		126		(1)	(1)	$5 Par Common Stock	126	$209.24	3,397(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	3,847		3,847(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 Renu Khator	04/02/2026
	** 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)