PNC director awarded 844 deferred stock units

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

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Rhea-AI Filing Summary

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

PNC Financial Services Group director Renu Khator received a grant of 844 deferred stock units. These units were awarded under PNC’s 2016 Incentive Award Plan as part of the Directors Deferred Stock Unit Program.

After this grant, she holds 4,691 deferred stock units directly tied to PNC common stock, plus 3,397 phantom stock units in a deferred compensation plan that are economically equivalent to PNC shares and settled in cash.

Insider Trade Summary

Grant/Award: 844 shares

Grant/Award 2 txns

Insider Khator Renu

Role Director

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

Holdings After Transaction: Deferred Stock Unit — 4,691 contracts (Direct); Phantom Stock Unit — 3,397 contracts (Indirect, Deferred Compensation Plan)

Footnotes (2)

F1. 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.
F2. 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 Deferred stock units after grant: 4,691 units Phantom stock units held: 3,397 units +1 more

4 metrics

Deferred stock units granted 844 units Grant to director Renu Khator on 2026-04-22

Deferred stock units after grant 4,691 units Direct holdings following the reported transaction

Phantom stock units held 3,397 units Indirect holdings in deferred compensation plan

Conversion price $0.00 per unit Deferred and phantom stock units under the plans

Key Terms

Deferred stock units, Phantom stock unit, Directors Deferred Stock Unit Program, 2016 Incentive Award Plan

4 terms

Deferred stock units financial

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

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

Phantom stock unit financial

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

Directors Deferred Stock Unit Program financial

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

2016 Incentive Award Plan financial

"under PNC's 2016 Incentive Award Plan"

FAQ

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What did PNC (PNC) director Renu Khator report in this Form 4?

Renu Khator reported receiving 844 deferred stock units as a compensation award. These units are tied to PNC common stock under the 2016 Incentive Award Plan, increasing her direct deferred stock unit holdings to 4,691 units after the transaction date.

What are deferred stock units (DSUs) in this PNC (PNC) filing?

Deferred stock units give the director a right to receive one PNC common share at retirement or, in limited cases, cash equal to a share’s value. They are granted under PNC’s Directors Deferred Stock Unit Program within the 2016 Incentive Award Plan framework.

How many PNC (PNC) deferred stock units does Renu Khator hold after the grant?

After the grant, Renu Khator holds 4,691 deferred stock units directly. Each unit represents a future right at retirement to receive one share of PNC common stock or, in certain circumstances, cash equal to the fair market value of one share.

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

Phantom stock units are cash-settled instruments economically equivalent to PNC shares. One phantom stock unit equals one PNC common share in value and will be settled in cash upon distribution to the reporting person, rather than delivering actual PNC stock.

How many phantom stock units linked to PNC (PNC) stock does Renu Khator have?

Renu Khator holds 3,397 phantom stock units in a deferred compensation plan. Each phantom stock unit mirrors the value of one PNC common share and will be paid in cash at distribution, generally without an expiration date according to the disclosure.

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Accepted by SEC EDGAR 04/24/2026 - 11:20 AM EDT

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)
04/22/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Unit	⁽¹⁾	04/22/2026		A		844		⁽¹⁾	⁽¹⁾	$5 Par Common Stock	844	$0	4,691	D
Phantom Stock Unit	⁽²⁾							⁽²⁾	⁽²⁾	$5 Par Common Stock	3,397		3,397	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 Renu Khator	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)

Source: View Original Filing on SEC EDGAR