[Form 4] PNC Financial Services Group Insider Trading Activity

Rhea-AI Filing Summary

On 07/01/2025, PNC Financial Services Group director Douglas A. Dachille acquired 66 phantom stock units at $192.52 each through the company's Deferred Compensation Plan, increasing his indirect phantom position to 122 units.

The filing also shows the director continues to hold 1,207 deferred stock units (DSUs) granted under the Directors Deferred Stock Unit Program, which convert into one share of PNC common stock (or cash equivalent) upon retirement. No open-market purchases or sales of PNC common stock were reported, and the phantom units carry no expiration date.

• Insider: Douglas A. Dachille – Director
• Transaction code: A (automatic acquisition under plan)
• Security type: Phantom stock unit (cash-settled, 1-for-1 with common shares)
• Total phantom units after transaction: 122
• Total DSUs currently held: 1,207

The transaction is routine, low in dollar value (≈ $13 k) and executed under a compensation plan, implying neutral market impact for investors.

Insights

Financial Analyst

TL;DR: Small, plan-based insider acquisition is immaterial to PNC’s valuation; neutral signal.

The purchase of 66 phantom stock units—worth roughly $13 k—represents a <1% change in Mr. Dachille's derivative holdings and is executed automatically under PNC's deferred compensation scheme. Because the units settle in cash and do not require open-market buying, the transaction neither tightens share float nor indicates a discretionary bullish stance. For a $60 bn-plus bank, this filing is administratively important but financially negligible.

Corporate Governance Expert

TL;DR: Routine deferred-compensation allocation; governance posture unchanged; no red or green flags.

Form 4 confirms that the director remains compliant with Section 16 reporting and continues to accumulate equity-linked compensation in line with board policy. The absence of open-market selling and the modest increase in phantom units suggest no adverse information asymmetry. Overall board alignment with shareholder interests is unaffected, keeping governance risk stable.

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^*

Dachille Douglas A.

(Last) (First) (Middle)

THE TOWER AT PNC PLAZA

300 FIFTH AVENUE

(Street)

PITTSBURGH PA 15222-2707

(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)
07/01/2025

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)	07/01/2025		A		66		(1)	(1)	$5 Par Common Stock	66	$192.52	122(2)	I	Deferred Compensation Plan
Deferred Stock Unit	(3)							(3)	(3)	$5 Par Common Stock	1,207		1,207	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 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.

Remarks:

	Laura Gleason, Attorney-in-Fact for Douglas A. Dachille	07/03/2025
	** 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

How many phantom stock units did PNC director Douglas A. Dachille acquire?

66 phantom stock units were acquired on 07/01/2025.

At what price were the phantom stock units valued in the Form 4 filing for PNC (PNC)?

The units were priced at $192.52 each.

What is the total number of phantom stock units Douglas A. Dachille owns after the transaction?

His indirect holding rose to 122 phantom units.

How many deferred stock units (DSUs) does the PNC director currently hold?

Mr. Dachille holds 1,207 DSUs under the Directors Deferred Stock Unit Program.

Does this Form 4 indicate any open-market buying or selling of PNC common shares?

No. The filing only reports plan-based phantom and deferred stock units; no common share trades occurred.