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

Rhea-AI Filing Summary

Daniel Hesse, a director of PNC Financial Services Group (PNC), reported transactions on Form 4 showing an acquisition of 73 phantom stock units on 10/01/2025 at a reported price of $198.44 per underlying share equivalent. After that transaction the filing lists 4,653 phantom stock units beneficially owned in connection with the PNC Deferred Compensation Plan. The filing also discloses 2,081 phantom stock units under the Outside Directors Deferred Stock Unit Plan and 11,536 deferred stock units granted under the Directors Deferred Stock Unit Program, including dividend-equivalent additions described in the explanations.

Positive

• Reported acquisition of 73 phantom stock units on 10/01/2025 at $198.44
• Reporting person holds 4,653 phantom stock units following the reported transaction
• Additional deferred holdings: 2,081 phantom units (Outside Directors Plan) and 11,536 DSUs (Directors Deferred Stock Unit Program)
• Explanations confirm dividend equivalents were added to deferred holdings in transactions exempt from reporting

Negative

• None.

Insights

Insider Compensation Specialist

Director received deferred/share-equivalent awards; small current acquisition noted.

The filing documents an acquisition of 73 phantom stock units on 10/01/2025 at a reported per-share equivalent of $198.44, increasing the reporting person's holdings in PNC-linked deferred compensation vehicles to 4,653 phantom units.

These instruments are settlement-rights that are generally paid in cash at distribution and track the economic value of PNC common stock; the filing also shows 2,081 phantom units and 11,536 deferred stock units held under director and outside-director plans, including dividend-equivalent accruals.

Corporate Governance Analyst

Director compensation is delivered largely via deferred/phantom equity, aligning pay with shareholder value.

The disclosure shows director compensation and dividend equivalents are being accumulated as phantom stock units and deferred stock units, rather than immediate stock transfers. This preserves alignment with stock performance while delaying actual settlement.

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^*

HESSE DANIEL

(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		73		(1)	(1)	$5 Par Common Stock	73	$198.44	4,653(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	2,081		2,081(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	11,536		11,536(5)	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. Includes phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4.

4. 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.

5. 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 Daniel R. Hesse	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 Daniel Hesse report on Form 4 for PNC (PNC)?

The Form 4 reports an acquisition of 73 phantom stock units on 10/01/2025 at a reported price of $198.44 and shows total phantom/deferred holdings described in the filing.

How many phantom stock units does the filing show after the transaction?

The filing lists 4,653 phantom stock units beneficially owned following the reported transaction.

What other deferred holdings are disclosed for the reporting person?

The filing discloses 2,081 phantom stock units under the Outside Directors Deferred Stock Unit Plan and 11,536 deferred stock units under the Directors Deferred Stock Unit Program.

When will phantom stock units and DSUs be settled?

The filing states phantom stock units are settled in cash upon distribution and DSUs are payable at retirement in one share of common stock or, in limited cases, cash equal to fair market value on the payment date.

Were any dividend-equivalent accruals reported?

Yes, the explanations state that some phantom units and DSUs include dividend equivalents acquired in transactions exempt from reporting following the reporting person's most recent Form 4.