PNC FINANCIAL SERVICES GROUP, INC.·4

Jul 6, 2:19 PM ET

HARSHMAN RICHARD J 4

4 · PNC FINANCIAL SERVICES GROUP, INC. · Filed Jul 6, 2026

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PNC Director Richard Harshman Receives 91-Share Award

What Happened Richard J. Harshman, a director of The PNC Financial Services Group, Inc. (PNC), was granted 91 derivative units on July 1, 2026. The units are reported as a grant/award (code A) at a per-unit value of $251.62, for a total reported value of $22,897. These are phantom stock / deferred stock units (derivative awards), not an open-market purchase.

Key Details

  • Transaction date: July 1, 2026; Filing date: July 6, 2026 (file appears later than the 2-business-day Form 4 reporting window).
  • Award: 91 units at $251.62 per unit; total reported value $22,897.
  • Transaction type: A (award/grant); derivative units (phantom stock / DSUs).
  • Shares owned after transaction: not reported on this Form 4.
  • Footnotes: F1–F4 indicate these are phantom stock units/DSUs (economic equivalent to one share), settled in cash upon distribution or converted to shares in limited circumstances, and include dividend-equivalent units acquired under PNC plans.

Context Director grants of DSUs/phantom stock are a common form of non-cash compensation and do not represent immediate open-market buying or selling. Phantom units generally track the economic value of shares and are paid in cash or converted to stock under plan terms (see footnotes). The late filing is noted but does not change the nature of the award.

Insider Transaction Report

Form 4
Period: 2026-07-01
Transactions
  • Award

    Phantom Stock Unit

    [F1][F2]
    2026-07-01$251.62/sh+91$22,8972,288 total(indirect: Deferred Compensation Plan)
    $5 Par Common Stock (91 underlying)
Holdings
  • Deferred Stock Unit

    [F3][F4]
    $5 Par Common Stock (9,755 underlying)
    9,755
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 equity incentive 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 Richard J. Harshman|2026-07-06

Documents

1 file
  • 4
    wk-form4_1783361997.xmlPrimary

    FORM 4