WILLIAM S. DEMCHAK - 09 May 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: 09 May 2025
Transactions value $: -$207,153
Form type: 4
Filing time: 13 May 2025, 13:24:43 UTC
Previous filing: 05 May 2025
Next filing: 19 May 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
DEMCHAK WILLIAM S	CEO, Director	THE TOWER AT PNC PLAZA, 300 FIFTH AVENUE, PITTSBURGH	Laura Gleason, Attorney-in-Fact for William S. Demchak	13 May 2025	0001198053

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PNC	$5 Par Common Stock	Sale	-$207,153	-1,242	-0.22%	$166.79	557,363	09 May 2025	Direct	F1
holding	PNC	$5 Par Common Stock						2,736	09 May 2025	401(k) Plan	F2

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

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id	Content
F1	Sale of shares effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2024.
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 following 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

Sale of shares effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 15, 2024.

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 following 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.