PNC Insider Sale: Linda Medler Disposes of 71 Shares; 11 Shares Reinvested

Rhea-AI Filing Summary

Linda R. Medler, a director of PNC Financial Services Group (PNC), reported insider transactions on Form 4. The filing shows a sale of 71 shares of PNC common stock on 08/27/2025 at a price of $205.55 per share, and the amount of securities beneficially owned following the reported transaction is shown as 0 shares (direct ownership). The filing also includes an explanation that an aggregate of 11 shares were acquired by the reporting person through dividend reinvestment. The Form 4 is signed by an attorney-in-fact, Laura Gleason, dated 08/29/2025.

Positive

• Timely, specific disclosure of the sale date (08/27/2025), price ($205.55), and quantity (71 shares)
• Includes dividend reinvestment detail noting an aggregate of 11 shares acquired, improving transparency
• Filed and signed (attorney-in-fact Laura Gleason, dated 08/29/2025), indicating procedural compliance

Negative

• Reported direct beneficial ownership reduced to 0 shares after the sale, which could be noteworthy depending on prior holdings
• Form lacks context on prior total holdings or percentage ownership, limiting assessment of materiality

Insights

Financial Analyst

TL;DR: Director sold 71 PNC shares at $205.55, reporting zero beneficial ownership; transaction appears routine and disclosed under Section 16.

The Form 4 shows a straightforward sale of 71 shares by Linda R. Medler on 08/27/2025 at $205.55 per share with reported direct ownership of 0 shares after the sale. The filing also notes an aggregate acquisition of 11 shares via dividend reinvestment. From a market-impact perspective, the filing provides clear, timely disclosure of insider activity but does not include additional context such as percentage ownership or holdings pre-transaction, so materiality to valuation cannot be determined from this form alone.

Corporate Governance Expert

TL;DR: The director’s sale is properly disclosed and executed by an attorney-in-fact; governance disclosure requirements appear satisfied.

The report identifies the reporting person as a director and uses the required Form 4 disclosure conventions, including transaction code and signature by an attorney-in-fact dated 08/29/2025. The notation about 11 shares acquired through dividend reinvestment clarifies additional share activity. The filing does not indicate any derivative transactions or plan-based trading elections on the face of the form. As presented, the disclosure meets Section 16 reporting mechanics but provides limited information to assess governance signals beyond the reported trade.

Insider Trade Summary

Net Seller: 71 shares ($14,594)

Net Sell 1 txn

Insider Medler Linda R

Role Director

Sold 71 shs ($15K)

Type	Security	Shares	Price	Value
Sale	$5 Par Common Stock	71	$205.55	$15K

Holdings After Transaction: $5 Par Common Stock — 0 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Medler Linda R

(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)
08/27/2025

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
$5 Par Common Stock	08/27/2025		S		71(1)	D	$205.55	0	D

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

Explanation of Responses:

1. Includes an aggregate of 11 shares of PNC common stock acquired by the reporting person through dividend reinvestment.

Remarks:

	Laura Gleason, Attorney-in-Fact for Linda R. Medler	08/29/2025
	** 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 transaction did Linda R. Medler report on Form 4 for PNC?

The Form 4 reports a sale of 71 shares of PNC common stock on 08/27/2025 at $205.55 per share.

What was Linda Medler's beneficial ownership after the reported transaction?

The filing shows 0 shares beneficially owned following the reported transaction (direct ownership).

Did the Form 4 report any purchases or dividend activity for PNC (PNC)?

Yes. The explanation states an aggregate of 11 shares were acquired by the reporting person through dividend reinvestment.

Who signed the Form 4 for Linda R. Medler?

The Form 4 is signed by Laura Gleason, Attorney-in-Fact, and dated 08/29/2025.

Does the Form 4 show any derivative transactions or 10b5-1 plan indicators?

No derivatives are reported in Table II, and the form does not indicate a transaction pursuant to a 10b5-1 plan on its face.