WILLIAM S. DEMCHAK - 10 Feb 2025 Form 4 Insider Report for PNC FINANCIAL SERVICES GROUP, INC. (PNC)

Role: CEO, Director
Signature: Laura Gleason, Attorney-in-Fact for William S. Demchak
Issuer symbol: PNC
Transactions as of: 10 Feb 2025
Transactions value $: -$656,942
Form type: 4
Filing time: 12 Feb 2025, 19:42:08 UTC
Previous filing: 10 Feb 2025
Next filing: 18 Feb 2025
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNC	$5 Par Common Stock	Options Exercise	$0	+9,496	+1.8%	$0	530,841	10 Feb 2025	Direct	F1
transaction	PNC	$5 Par Common Stock	Tax liability	-$656,942	-3,330	-0.63%	$197.28	527,511	10 Feb 2025	Direct	F2
holding	PNC	$5 Par Common Stock						2,702	10 Feb 2025	401(k) Plan

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

Explanation of Responses:

Id	Content
F1	On February 10, 2025, 9,496 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 10, 2022 (the "2022 RSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 100% based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2022 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 2022 RSUs.

Content

On February 10, 2025, 9,496 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 10, 2022 (the "2022 RSUs"), following approval by the Human Resources Committee (the "Committee") of a payout of 100% based on the satisfaction of the reporting person's service requirements and achievement against the risk-based performance criteria established under the award. Pursuant to the award, the 2022 RSUs pay out in shares of PNC common stock, and any accrued dividend equivalents are paid out in cash.

Represents shares withheld to cover the reporting person's tax liability in connection with the vesting of the 2022 RSUs.