The PNC Financial Services Group, Inc. filed an amended Schedule 13G reporting beneficial ownership of 17,813,991 shares of the iShares MSCI Intl Quality Factor ETF, representing 5.97% of the fund’s outstanding shares as of 12/31/2025.
PNC reports sole voting power over 5,314,567 shares and shared voting power over 12,430,857 shares. It has sole dispositive power over 17,324,138 shares and shared dispositive power over 489,853 shares. Most shares are held in fiduciary accounts at PNC Bank and PNC Wealth Management LLC for clients, and PNC certifies they are held in the ordinary course of business, not to influence control of the fund.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
iShares MSCI Intl Quality Factor ETF
(Name of Issuer)
Exchange-Traded Fund
(Title of Class of Securities)
46434V456
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46434V456
1
Names of Reporting Persons
The PNC Financial Services Group, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
PENNSYLVANIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
5,314,567.00
6
Shared Voting Power
12,430,857.00
7
Sole Dispositive Power
17,324,138.00
8
Shared Dispositive Power
489,853.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,813,991.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.97 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
iShares MSCI Intl Quality Factor ETF
(b)
Address of issuer's principal executive offices:
c/o iShares Trust, 400 Howard Street, San Francisco, CA 94105
Item 2.
(a)
Name of person filing:
The PNC Financial Services Group, Inc.
(b)
Address or principal business office or, if none, residence:
300 Fifth Avenue, Pittsburgh, PA 15222-2401
(c)
Citizenship:
Pennsylvania
(d)
Title of class of securities:
Exchange-Traded Fund
(e)
CUSIP No.:
46434V456
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
17,813,991
(b)
Percent of class:
5.97 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
5,314,567
(ii) Shared power to vote or to direct the vote:
12,430,857
(iii) Sole power to dispose or to direct the disposition of:
17,324,138
(iv) Shared power to dispose or to direct the disposition of:
489,853
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
PNC Bank, National Association - BK
PNC Delaware Trust Company - BK
PNC Ohio Trust Company - BK
PNC Wealth Management LLC - BD
Of the total fund shares reported herein, 5,276,433 are held in accounts at PNC Bank, National Association in a fiduciary capacity for clients.
Of the total fund shares reported herein, 28,706 are held in accounts at PNC Delaware Trust Company in a fiduciary capacity for clients.
Of the total fund shares reported herein, 18,622 are held in accounts at PNC Ohio Trust Company in a fiduciary capacity for clients.
Of the total fund shares reported herein, 12,490,230 are held in accounts at PNC Wealth Management LLC in a fiduciary capacity for clients.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What percentage of iShares MSCI Intl Quality Factor ETF does PNC (PNC) report owning?
PNC reports beneficial ownership of 5.97% of the iShares MSCI Intl Quality Factor ETF. This stake equals 17,813,991 shares as of 12/31/2025, giving PNC significant, but not controlling, exposure to the ETF through various fiduciary and wealth management accounts.
How many iShares MSCI Intl Quality Factor ETF shares does PNC (PNC) beneficially own?
PNC beneficially owns 17,813,991 shares of the iShares MSCI Intl Quality Factor ETF. This holding includes shares over which PNC has differing levels of voting and dispositive power, primarily held in fiduciary and wealth management accounts for clients across several PNC subsidiaries.
What voting powers over the ETF shares does PNC (PNC) report in this Schedule 13G/A?
PNC reports sole voting power over 5,314,567 ETF shares and shared voting power over 12,430,857 shares. These figures describe how many shares PNC can vote alone or together with others, reflecting its influence on fund-related voting matters for client accounts.
How are the iShares MSCI Intl Quality Factor ETF shares allocated across PNC (PNC) subsidiaries?
Shares are mainly held in fiduciary accounts: 5,276,433 at PNC Bank, 28,706 at PNC Delaware Trust Company, 18,622 at PNC Ohio Trust Company, and 12,490,230 at PNC Wealth Management LLC. These positions are held for clients rather than as proprietary investments.
Does PNC (PNC) state any intent to influence control of the iShares MSCI Intl Quality Factor ETF?
PNC certifies the ETF securities were acquired and are held in the ordinary course of business. It states they were not acquired and are not held for the purpose or effect of changing or influencing control of the ETF issuer, consistent with a passive ownership stance.
What is the event date for PNC’s (PNC) amended Schedule 13G on iShares MSCI Intl Quality Factor ETF?
The event date triggering this amended Schedule 13G is 12/31/2025. Holdings and percentages reported, including the 17,813,991 shares and 5.97% class interest, are measured as of that date, providing a specific reference point for the ownership disclosure.