HESSE DANIEL 4

4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Apr 2, 2026

AI-generated summary of this filing

Updated Apr 2, 2026

PNC Director Daniel Hesse Receives 69-Unit Phantom Stock Award

What Happened

Daniel Hesse, a director of The PNC Financial Services Group, received an award of 69 derivative units (reported as 69 shares) on April 1, 2026.
Each unit was valued at $209.24, for a total reported value of $14,438. This transaction is coded as an award/acquisition (A) and involves phantom stock units rather than an open-market stock purchase.

Key Details

Transaction date: 2026-04-01; Filing date: 2026-04-02 (timely filing).
Details: 69 units @ $209.24 each = $14,438 (derivative award).
Shares/units owned following the transaction: not specified in the report.
Footnotes of note:
- F1: Each phantom stock unit equals the economic equivalent of one PNC common share and generally will be settled in cash upon distribution.
- F2–F3: Some units may include dividend equivalents under PNC deferred compensation plans (exempt transactions after prior filing).
- F4–F5: References DSUs under the Directors Deferred Stock Unit Program (right to receive a share at retirement or, in limited cases, cash).
No 10b5-1 plan, withholding, or sale reported in this filing.

Context

This was an award of deferred/phantom units (a non-cash, derivative compensation grant) — not an open-market purchase or sale. Such awards are typically part of director compensation and do not necessarily signal buying or selling sentiment.
Phantom stock/DSUs generally convert to cash or stock at a later date per plan terms; they are recorded as derivative awards on Form 4.

Form 4

Period: 2026-04-01

Director

Transactions

Award
Phantom Stock Unit
[F1][F2]
2026-04-01$209.24/sh+69$14,438→ 4,868 total(indirect: Deferred Compensation Plan)
→ $5 Par Common Stock (69 underlying)

Holdings

Phantom Stock Unit
[F1][F3]
(indirect: Deferred Stock Unit Plan)
→ $5 Par Common Stock (2,116 underlying)
2,116
Deferred Stock Unit
[F4][F5]
→ $5 Par Common Stock (11,718 underlying)
11,718

Footnotes (5)

[F1]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.
[F2]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.
[F3]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.
[F4]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 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.
[F5]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.

Signature

Laura Gleason, Attorney-in-Fact for Daniel R. Hesse|2026-04-02

1 file