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PNC Financial Services Group (PNC) reported an insider transaction by an Executive Vice President on a Form 4. On 10/18/2025, the officer had 1,147 shares of $5 Par Common Stock withheld under transaction code F, which the filing explains represents shares withheld to cover tax liability upon the vesting of previously reported restricted share units.
The shares were valued at $179.4 per share for this withholding entry. Following the transaction, the reporting person beneficially owned 7,090 shares, held directly. The filer’s relationship to the issuer is listed as Officer — Executive Vice President.
The PNC Financial Services Group, Inc. furnished materials related to its third-quarter 2025 results. On October 15, 2025, PNC held an investor conference call covering Q3 2025 earnings and business results and made the accompanying electronic presentation slides available on its website.
The presentation slides used on the call were included as Exhibit 99.1 to this report and are furnished herewith under Item 7.01 (Regulation FD Disclosure).
The PNC Financial Services Group furnished an update on third quarter 2025 performance. The company issued a press release covering earnings and business results, and made additional supplementary financial information available on its website. These materials were provided as exhibits to the report, with the press release included as Exhibit 99.1 and the unaudited financial supplement as Exhibit 99.2.
PNC and FirstBank Holding Company (FBHC) entered a merger agreement providing a two-step merger in which FBHC shareholders will receive a mix of cash and PNC stock based on a calculated exchange ratio or a fixed cash formula. Financial advisers produced valuation ranges: selected-comparable implied aggregate values of approximately $3,023M to $3,302M (per-share $784–$857) and precedent-transaction analyses implying aggregate values up to $4,502M (per-share $1,168). PNC reported consolidated assets of approximately $559.1B, deposits of $426.7B and shareholders’ equity of $57.6B as of June 30, 2025. The merger requires customary regulatory approvals (Federal Reserve, OCC, Colorado Division of Banking) and approval by two-thirds of FBHC Class B voting power; certain shareholders holding 45.7% of FBHC Class B shares have voting agreements committing their votes in favor. Additional material terms include appraisal rights under Colorado law, conversion treatment for FBHC Series B preferred stock into a new PNC preferred series, a $100.0M termination fee in specified circumstances, and employee-related transition provisions including a one-time $5,000 bonus for certain employees.
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.
Bryan S. Salesky, a director of PNC Financial Services Group, Inc. (PNC), reported transactions on 10/01/2025 under Form 4. He acquired 132 phantom stock units, which are cash-settled equivalents to common shares, and the filing shows a per-share reference price of $198.44. The report also records 4,781 deferred stock units (DSUs) under PNC's Directors Deferred Stock Unit Program, which convert to one share at retirement or sometimes cash. The filing indicates 1,889 indirectly held phantom units (dividend-equivalent increases) and notes dividend-equivalent additions to both phantom units and DSUs that occurred after his last Form 4 filing. The Form 4 was signed by an attorney-in-fact on behalf of Mr. Salesky.
Marjorie Rodgers Cheshire, a director of PNC Financial Services Group (PNC), filed a Form 4 reporting changes in her beneficial ownership dated 10/01/2025. The filing shows an acquisition of 67 phantom stock units under PNC’s deferred compensation structure at an indicated price reference of $198.44 per share equivalent. The report lists total phantom stock units beneficially owned following the transaction as 5,918 (held indirectly through a Deferred Compensation Plan) and 4,151 held indirectly through the Outside Directors Deferred Stock Unit Plan. The filing also records a disposition of 11,536 Deferred Stock Units under the Directors Deferred Stock Unit Program. Explanatory notes state phantom units are cash-settled equivalents to common stock and that some units reflect dividend equivalents received in transactions exempt from reporting.
Andrew T. Feldstein, a Director of PNC Financial Services Group (PNC), reported transactions on 10/01/2025. The filing shows an acquisition of 195 phantom stock units (each the economic equivalent of one share) under PNC plans; those phantom units are settled in cash upon distribution. The filing lists a per-share reference of $198.44 alongside the 195 units and reports 19,963 shares (or share equivalents) beneficially owned following the reported transactions on an indirect basis through a deferred compensation arrangement. The report also shows 6,312 phantom stock units attributable to the Outside Directors Deferred Stock Unit Plan and a 11,536 deferred stock unit (DSU) disposition entry; DSUs represent the right to receive one share at retirement or, in limited cases, cash. All units include dividend-equivalent increases that occurred after the reporting person’s prior Form 4 filing. The Form 4 was signed by an attorney-in-fact on 10/03/2025.
PNC Financial Services (PNC) director Richard J. Harshman reported routine equity-related updates. On 10/01/2025, he acquired 33 phantom stock units, economically equivalent to PNC common shares and settled in cash, at a recorded derivative price of $198.44. Following this, he held 2,083 phantom units indirectly through the Deferred Compensation Plan.
He also holds 8,710 deferred stock units (DSUs) directly under the Directors Deferred Stock Unit Program, each representing the right to receive one PNC share at retirement or, in limited cases, cash equal to the share’s fair market value. Both phantom units and DSUs reflect dividend-equivalent accruals under their respective programs.
Debra A. Cafaro, a director of The PNC Financial Services Group, Inc. (PNC), reported transactions dated 10/01/2025. She acquired 132 phantom stock units under PNC's compensation arrangements at an attributable price of $198.44 per share equivalent; phantom units are settled in cash and are the economic equivalent of PNC common stock. The filing shows 8,867 phantom stock units beneficially owned following the transaction (including dividend-equivalent units) and 9,981 deferred stock units (DSUs) held directly under the Directors Deferred Stock Unit Program, each representing a right to receive one share at retirement or, in limited cases, cash. The Form is signed by an attorney-in-fact on behalf of Ms. Cafaro on 10/03/2025.