[Form 4] PNC Financial Services Group Insider Trading Activity

Rhea-AI Filing Summary

Form 4 overview: Director Daniel R. Hesse of PNC Financial Services Group (NYSE: PNC) reported changes in his deferred equity holdings effective 1 July 2025.

• Transaction details: Hesse acquired 204 phantom stock units at an implied reference price of $192.52 through the company’s Deferred Compensation Plan. Each unit is economically equivalent to one share of PNC common stock and will be settled in cash upon distribution.
• Post-transaction balances: • Phantom stock units held indirectly: 4,539 • Phantom stock units held under the Outside Directors Deferred Stock Unit Plan: 2,062 • Deferred Stock Units (DSUs) held directly under the Directors Deferred Stock Unit Program: 11,437
• No derivative securities expired, and no open-market purchases or sales of common shares occurred; all activity was plan-based and exempt from short-swing profit rules.

Because phantom and deferred stock units are settled in cash or stock at retirement and do not immediately affect the share count outstanding, the filing has minimal direct impact on PNC’s capital structure or daily trading liquidity. Nevertheless, the additional units modestly increase the director’s economic alignment with shareholders.

Positive

• Director increased deferred equity exposure, enhancing long-term alignment with shareholder interests.
• No dilution or cash outflow for PNC because units are cash-settled or issued from existing shares at retirement.

Negative

• None.

Insights

Equity Compensation Analyst

TL;DR — Routine plan-based award; negligible market impact.

The acquisition of 204 phantom units raises Hesse’s indirect stake by just 4.7%, taking his total plan-based exposure to roughly 18,000 share equivalents. The value of the newly credited units (~$39 k) is immaterial to PNC’s $70 bn market cap and does not signal insider sentiment beyond continued participation in established board compensation programs. No common shares were bought or sold, so float and dilution are unchanged. I view the filing as informational and neutral.

Corporate Governance Specialist

TL;DR — Plan awards reinforce director-shareholder alignment.

Deferred units settle after board service ends, effectively lengthening the director’s exposure to long-term share performance. While the dollar amount is modest, such structures support governance best practices by tying compensation to total shareholder return over an extended horizon. There are no red flags—no discretionary acceleration, discounted pricing, or unusual plan amendments—so the disclosure is benign to slightly positive from a governance perspective.

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)
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		204		(1)	(1)	$5 Par Common Stock	204	$192.52	4,539(2)	I	Deferred Compensation Plan
Phantom Stock Unit	(1)							(1)	(1)	$5 Par Common Stock	2,062		2,062(3)	I	Deferred Stock Unit Plan
Deferred Stock Unit	(4)							(4)	(4)	$5 Par Common Stock	11,437		11,437(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 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.

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	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

What did PNC director Daniel R. Hesse report on the July 2025 Form 4?

He acquired 204 phantom stock units valued at $192.52 each under a deferred compensation plan.

How many PNC phantom stock units does Hesse now hold?

Following the transaction, he indirectly owns 4,539 phantom stock units and 2,062 additional units under a separate plan.

Do the reported phantom stock units dilute PNC common shareholders?

No. Phantom units are cash-settled or satisfied with existing shares, so they do not increase shares outstanding at issuance.

Is this Form 4 filing a sign of insider buying in the open market?

No. The units were plan-based awards; no open-market purchase or sale of PNC stock occurred.

When will the deferred stock units granted to Hesse convert into PNC shares or cash?

Under the Directors Deferred Stock Unit Program, DSUs convert at retirement, subject to plan terms.