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: Kozich Gregory H (Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-13	$5 Par Common Stock	A	821	$162.27	Acquired	9477	Direct
2021-02-13	$5 Par Common Stock	F	215	$162.27	Disposed	9262	Direct
2021-02-13	$5 Par Common Stock	A	668	$162.27	Acquired	9930	Direct
2021-02-13	$5 Par Common Stock	F	175	$162.27	Disposed	9755	Direct
2021-02-15	$5 Par Common Stock	A	670	$162.27	Acquired	10425	Direct
2021-02-15	$5 Par Common Stock	F	175	$162.27	Disposed	10250	Direct

Footnotes

F1: On February 13, 2021, 821 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2019 (the "2019 RSUs"), based on achievement against the 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, 668 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2020 (the "2020 RSUs"), based on achievement against the 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, 670 shares of PNC common stock vested pursuant to an award of restricted share units granted to the reporting person in the first quarter of 2018 (the "2018 RSUs"), based on achievement against the risk-based performance criteria established under the award. Pursuant to 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.