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: DEMCHAK WILLIAM S (President/CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-13	$5 Par Common Stock	A	9055	$162.27	Acquired	429889	Direct
2021-02-13	$5 Par Common Stock	F	3900	$162.27	Disposed	425989	Direct
2021-02-13	$5 Par Common Stock	A	8859	$162.27	Acquired	434848	Direct
2021-02-13	$5 Par Common Stock	F	3816	$162.27	Disposed	431032	Direct
2021-02-15	$5 Par Common Stock	A	7907	$162.27	Acquired	438939	Direct
2021-02-15	$5 Par Common Stock	F	3406	$162.27	Disposed	435533	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
$5 Par Common Stock	2339	Indirect

Footnotes

F1: On February 13, 2021, 9,055 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, 8,859 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, 7,907 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.