PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2021

Feb 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2021-02-13

Reporting Person: Lyons Michael P. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-13	$5 Par Common Stock	A	5762	$162.27	Acquired	159528	Direct
2021-02-13	$5 Par Common Stock	F	2621	$162.27	Disposed	156907	Direct
2021-02-13	$5 Par Common Stock	A	4635	$162.27	Acquired	161542	Direct
2021-02-13	$5 Par Common Stock	F	2108	$162.27	Disposed	159434	Direct
2021-02-15	$5 Par Common Stock	A	4254	$162.27	Acquired	163688	Direct
2021-02-15	$5 Par Common Stock	F	1935	$162.27	Disposed	161753	Direct

Footnotes

F1: On February 13, 2021, 5,762 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted
stock units granted to the reporting person on February 13, 2019 (the "2019 RSUs"), following approval by the Personnel and Compensation
Committee (the "Committee") of a payout of 100% based on satisfaction of service requirements and achievement against risk-based
performance criteria established under the award. Pursuant to the award, the 2019 RSUs pay out in shares of PNC common stock, and any
accrued dividend equivalents are paid out in cash.

F2: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2019 RSUs.

F3: On February 13, 2021, 4,635 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person
on February 13, 2020 (the "2020 RSUs"), following approval by the Committee of a payout of 100% based on satisfaction of service
requirements and achievement against risk-based performance criteria established under the award. Pursuant to the award, the 2020 RSUs pay
out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

F4: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2020 RSUs.

F5: On February 15, 2021, 4,254 shares of PNC common stock vested pursuant to an award of restricted stock units granted to the reporting person
on February 15, 2018 (the "2018 RSUs"), following approval by the Committee of a payout of 100% based on satisfaction of service
requirements and achievement against risk-based performance criteria established under the award. Pursuant the award, the 2018 RSUs pay
out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

F6: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2018 RSUs.