PNC FINANCIAL SERVICES GROUP, INC.

Filing Date

Jan 28, 2026

Transaction Date

Jan 26, 2026

Accession Number

0001628280-26-003795

Form Type

4

Footnotes

1. (F1)The reporting person contributed 15,000 shares of The PNC Financial Services Group, Inc. ("PNC") common stock to a grantor retained annuity trust for the benefit of himself and his children on January 31, 2023. In connection with the maturation of the trust on January 4, 2026, 5,519 shares of PNC common stock were reacquired by the reporting person from the trust on January 26, 2026. The reporting person believes the foregoing transfer represents a change in the form of his beneficial ownership of the subject shares, which is exempt from Section 16 under Rule 16a-13. The shares of PNC common stock that the trust previously distributed to the reporting person as annuity payments (in transfers exempt from Section 16 under Rule 16a-13) are reported on this Form 4 as directly beneficially owned.
2. (F2)This amount represents the number of shares of PNC common stock indirectly held for the account of the reporting person under The PNC Incentive Savings Plan (the "ISP"), a defined contribution 401(k) plan, and reflects shares indirectly acquired in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4. Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund (the "ISP fund"), the majority of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the ISP fund that are deemed to be invested in PNC common stock fluctuates from time to time and is not the result of volitional or discretionary actions of the reporting person.