Salesky Bryan Scott 4

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

AI-generated summary of this filing

Updated Apr 2, 2026

PNC Director Bryan Salesky Receives 125 Phantom Stock Units

What Happened

Bryan Salesky, a director of PNC Financial Services Group (PNC), received a grant of 125 phantom stock units / deferred stock units (DSUs) on April 1, 2026. The units are reported at a per-unit value of $209.24 for a total grant value of $26,155. This transaction is an award (code A), not an open-market purchase or sale, and is typically part of director compensation.

Key Details

Transaction date and price: 2026-04-01; 125 units @ $209.24 each; total reported value $26,155.
Transaction type: Award/Grant of derivative units (code A).
Shares owned after transaction: Not disclosed in the provided filing.
Footnotes of note:
- F1: Each phantom stock unit equals the economic equivalent of one PNC common share and will generally be settled in cash upon distribution.
- F3: DSUs under the Directors Deferred Stock Unit Program represent the right to receive one share at retirement (or cash in limited circumstances).
- F2/F4: Filing includes units acquired as dividend equivalents in exempt transactions since the last Form 4.
Filing timeliness: Reported on Form 4 filed 2026-04-02 for a 2026-04-01 transaction (appears timely).

Context

These are derivative, deferred compensation units rather than immediate common-stock ownership. Phantom stock units/DSUs reflect future economic value tied to PNC’s share price and are commonly used for director compensation; they do not necessarily indicate a near-term purchase or sale of shares. This is a routine compensation-related award rather than a signal of trading intent.

Form 4

Period: 2026-04-01

Director

Transactions

Award
Phantom Stock Unit
[F1][F2]
2026-04-01$209.24/sh+125$26,155→ 2,171 total(indirect: Deferred Compensation Plan)
→ $5 Par Common Stock (125 underlying)

Holdings

Footnotes (4)

[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]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.
[F4]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 Bryan S. Salesky|2026-04-02

1 file