PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2022

Feb 15, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2022-02-11

Reporting Person: Juchno Stacy M. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-11	$5 Par Common Stock	A	519	$207.36	Acquired	12706	Direct
2022-02-11	$5 Par Common Stock	F	148	$207.36	Disposed	12558	Direct
2022-02-13	$5 Par Common Stock	A	550	$207.36	Acquired	13108	Direct
2022-02-13	$5 Par Common Stock	F	230	$207.36	Disposed	12878	Direct
2022-02-13	$5 Par Common Stock	A	659	$207.36	Acquired	13537	Direct
2022-02-13	$5 Par Common Stock	F	188	$207.36	Disposed	13349	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
$5 Par Common Stock	1115	Direct
$5 Par Common Stock	103	Indirect

Footnotes

F1: On February 11, 2022, 519 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 11, 2021 (the "2021 RSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 100% based on the satisfaction of service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2021 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 2021 RSUs.

F3: On February 13, 2022, 550 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 the satisfaction of service requirements and 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 13, 2022, 659 shares of 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 Committee of a payout of 100% based on the satisfaction of service requirements and 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.

F6: Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2019 RSUs.