PNC FINANCIAL SERVICES GROUP, INC. — Director's Dealing 2023

Apr 5, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PNC FINANCIAL SERVICES GROUP, INC. (PNC)
CIK: 0000713676
Period of Report: 2023-04-03

Reporting Person: HARSHMAN RICHARD J (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-04-03	Phantom Stock Unit	$	A	72	Acquired		$5 Par Common Stock (72)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Stock Unit	$		$5 Par Common Stock (4466)	4466	Direct

Footnotes

F1: One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire.

F2: Includes an aggregate of 10 phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan subsequent to the date of the reporting person's most recent filing on Form 4.

F3: Deferred stock unit ("DSU") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement one share of PNC common stock, or in limited circumstances cash equal to the fair market value of one share of PNC common stock on the payment determination date, pursuant to the terms of the Program.

F4: Includes an aggregate of 38 DSUs acquired by the reporting person as dividend equivalents under the Program subsequent to the date of the reporting person's most recent filing on Form 4.