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: 2021-02-12

Reporting Person: Fallon Kieran John (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-12	$5 Par Common Stock	S	125	$159.59	Disposed	7753	Direct
2021-02-13	$5 Par Common Stock	A	796	$162.27	Acquired	8549	Direct
2021-02-13	$5 Par Common Stock	F	276	$162.27	Disposed	8273	Direct
2021-02-13	$5 Par Common Stock	A	880	$162.27	Acquired	9153	Direct
2021-02-13	$5 Par Common Stock	F	263	$162.27	Disposed	8890	Direct
2021-02-15	$5 Par Common Stock	A	622	$162.27	Acquired	9512	Direct
2021-02-15	$5 Par Common Stock	F	188	$162.27	Disposed	9324	Direct
2021-02-16	$5 Par Common Stock	S	125	$163.52	Disposed	9199	Direct

Footnotes

F1: Sale of shares effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 9, 2020.

F2: On February 13, 2021, 796 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.

F3: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2019 RSUs.

F4: On February 13, 2021, 880 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.

F5: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2020 RSUs.

F6: On February 15, 2021, 622 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.

F7: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2018 RSUs.