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

Director Andrew Feldstein receives 844 deferred stock units at PNC (NYSE: PNC)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Feldstein Andrew T reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Andrew T. Feldstein received a compensation-related grant of 844 deferred stock units on April 22, 2026. These units were granted under PNC’s 2016 Incentive Award Plan and its Directors Deferred Stock Unit Program.

Each deferred stock unit represents the right to receive at retirement one share of PNC common stock, or in limited cases cash equal to the fair market value of one share, based on the program’s terms. After this grant, Feldstein holds 12,562 deferred stock units directly.

In addition, he indirectly holds phantom stock units in deferred plans that are economically equivalent to 6,417 and 20,664 shares of PNC common stock. These phantom units are settled in cash upon distribution and generally do not expire.

Positive

  • None.

Negative

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Insights

Routine equity-based compensation grant with no open-market trading.

Andrew T. Feldstein, a director of PNC Financial Services Group, received a grant of 844 deferred stock units on April 22, 2026. The filing classifies this as a grant or award, not an open-market purchase.

Each unit entitles him at retirement to one share of PNC common stock or, in limited cases, cash equal to a share’s fair value. This is standard non-cash director compensation that increases his long-term alignment with shareholders without immediate cash outlay.

He now holds 12,562 deferred stock units directly and additional phantom stock units indirectly that mirror 6,417 and 20,664 underlying shares and are settled in cash. Overall, the activity is routine and does not reflect discretionary buying or selling of common stock.

Insider Feldstein Andrew T
Role null
Type Security Shares Price Value
Grant/Award Deferred Stock Unit 844 $0.00 --
holding Phantom Stock Unit -- -- --
holding Phantom Stock Unit -- -- --
Holdings After Transaction: Deferred Stock Unit — 12,562 shares (Direct, null); Phantom Stock Unit — 20,664 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.
Deferred stock unit grant 844 units Grant on April 22, 2026 to director Andrew T. Feldstein
Deferred stock units held directly 12,562 units Total deferred stock units following transaction
Phantom stock units plan 1 6,417 underlying shares Indirect holding via Deferred Stock Unit Plan
Phantom stock units plan 2 20,664 underlying shares Indirect holding via Deferred Compensation Plan
Exercise price of units $0.0000 per unit Deferred and phantom stock units reported
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") under PNC's 2016 Incentive Award Plan"
2016 Incentive Award Plan financial
"the Program under PNC's 2016 Incentive Award Plan"
Deferred Compensation Plan financial
"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 4UNITED 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*
Feldstein Andrew T
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Deferred Stock Unit(1)04/22/2026A844 (1) (1)$5 Par Common Stock844$012,562D
Phantom Stock Unit(2) (2) (2)$5 Par Common Stock20,66420,664IDeferred Compensation Plan
Phantom Stock Unit(2) (2) (2)$5 Par Common Stock6,4176,417IDeferred Stock Unit 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 Andrew T. Feldstein04/24/2026
** Signature of Reporting PersonDate
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

FAQ

What did PNC (PNC) director Andrew T. Feldstein report in this Form 4?

Andrew T. Feldstein reported receiving a grant of 844 deferred stock units on April 22, 2026. These units are part of his director compensation and increase his right to receive PNC common stock or equivalent cash value at retirement under company plans.

How many deferred stock units does Andrew T. Feldstein hold after this PNC filing?

After the reported grant, Andrew T. Feldstein holds 12,562 deferred stock units directly. Each unit represents a future right at retirement to one share of PNC common stock or, in limited circumstances, cash equal to that share’s fair market value, under program terms.

Did Andrew T. Feldstein buy or sell PNC common stock in the market?

No open-market buys or sells were reported. The Form 4 shows a grant of 844 deferred stock units classified as a compensation award and updates holdings of phantom stock units, rather than any discretionary purchase or sale of PNC common shares.

What are phantom stock units reported for PNC director Andrew T. Feldstein?

The phantom stock units are economic equivalents of PNC common stock held in deferred plans. Feldstein’s positions correspond to 6,417 and 20,664 underlying shares and will be settled in cash upon distribution, generally without expiration, according to the filing’s footnote disclosure.

How do PNC deferred stock units work for directors like Andrew T. Feldstein?

Deferred stock units granted under PNC’s Directors Deferred Stock Unit Program give directors the right at retirement to receive one PNC share per unit, or in limited situations cash equal to a share’s fair value, aligning director compensation with long-term shareholder interests over time.