Robert Q. Reilly - 26 Jan 2026 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Role: Executive Vice President
Signature: Laura Gleason, Attorney-in-Fact for Robert Q. Reilly
Issuer symbol: PNC
Transactions as of: 26 Jan 2026
Net transactions value: +$1,176,099
Form type: 4
Filing time: 28 Jan 2026, 14:31:13 UTC
Previous filing: 19 Feb 2025
Next filing: 17 Feb 2026
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Reilly Robert Q	Executive Vice President	THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH	Laura Gleason, Attorney-in-Fact for Robert Q. Reilly	28 Jan 2026	0001454231

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNC	$5 Par Common Stock	Other	$1,176,099	+5,519	+3.4%	$213.10	169,888	26 Jan 2026	Direct	F1
holding	PNC	$5 Par Common Stock						2,056	26 Jan 2026	401(k) Plan	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reporting person contributed 15,000 shares of The PNC Financial Services Group, Inc. ("PNC") common stock to a grantor retained annuity trust for the benefit of himself and his children on January 31, 2023. In connection with the maturation of the trust on January 4, 2026, 5,519 shares of PNC common stock were reacquired by the reporting person from the trust on January 26, 2026. The reporting person believes the foregoing transfer represents a change in the form of his beneficial ownership of the subject shares, which is exempt from Section 16 under Rule 16a-13. The shares of PNC common stock that the trust previously distributed to the reporting person as annuity payments (in transfers exempt from Section 16 under Rule 16a-13) are reported on this Form 4 as directly beneficially owned.
F2	This amount represents the number of shares of PNC common stock indirectly held for the account of the reporting person under The PNC Incentive Savings Plan (the "ISP"), a defined contribution 401(k) plan, and reflects shares indirectly acquired in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4. Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund (the "ISP fund"), the majority of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the ISP fund that are deemed to be invested in PNC common stock fluctuates from time to time and is not the result of volitional or discretionary actions of the reporting person.

Content

The reporting person contributed 15,000 shares of The PNC Financial Services Group, Inc. ("PNC") common stock to a grantor retained annuity trust for the benefit of himself and his children on January 31, 2023. In connection with the maturation of the trust on January 4, 2026, 5,519 shares of PNC common stock were reacquired by the reporting person from the trust on January 26, 2026. The reporting person believes the foregoing transfer represents a change in the form of his beneficial ownership of the subject shares, which is exempt from Section 16 under Rule 16a-13. The shares of PNC common stock that the trust previously distributed to the reporting person as annuity payments (in transfers exempt from Section 16 under Rule 16a-13) are reported on this Form 4 as directly beneficially owned.

This amount represents the number of shares of PNC common stock indirectly held for the account of the reporting person under The PNC Incentive Savings Plan (the "ISP"), a defined contribution 401(k) plan, and reflects shares indirectly acquired in transactions exempt from reporting that occurred after the date of the reporting person's most recent filing on Form 4. Shares of PNC common stock are not directly allocated to ISP participants, but instead are held in a unitized fund (the "ISP fund"), the majority of which consists of PNC common stock, and the remainder of which is invested in a money market fund. The percentage of assets in the ISP fund that are deemed to be invested in PNC common stock fluctuates from time to time and is not the result of volitional or discretionary actions of the reporting person.