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

Feb 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2021-02-10

Reporting Person: Henn Vicki C. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-10	$5 Par Common Stock	A	4344	$160.11	Acquired	16753	Direct
2021-02-10	$5 Par Common Stock	F	1559	$160.11	Disposed	15194	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
$5 Par Common Stock	1787	Direct
$5 Par Common Stock	15	Indirect

Footnotes

F1: On February 10, 2021, 4,344 shares of The PNC Financial Services Group, Inc. ("PNC") common stock vested pursuant to an award of performance share units granted to the reporting person on February 15, 2018 (the "2018 PSUs"), following approval by the Personnel and Compensation Committee of a payout of 107.69% based on achievement against performance criteria established under the award. Pursuant to the award, the 2018 PSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

F2: Includes an aggregate of 540 shares of PNC common stock acquired by the reporting person through dividend reinvestment under the PNC
Dividend Reinvestment and Stock Purchase Plan subsequent to the date of the reporting person's most recent filing on Form 4.

F3: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2018 PSUs.