Form 4: PNC Director Bryan Salesky Acquires Additional Phantom Stock and Deferred Stock Units

PNC Financial Services Group, Inc. Director Bryan Scott Salesky reported the acquisition of 240 phantom stock units and beneficial ownership of 4,740 deferred stock units, aligning his interests with shareholders.

Summary

• Bryan Scott Salesky, a Director of PNC Financial Services Group, Inc. (PNC), reported changes in his beneficial ownership of derivative securities.
• On July 1, 2025, Salesky acquired 240 phantom stock units, which are economically equivalent to one share of PNC common stock each.
• These phantom stock units were acquired at a price of $192.52 per unit.
• Following this transaction, Salesky beneficially owns 1,741 phantom stock units indirectly through the PNC Deferred Compensation Plan.
• The reported phantom stock units include dividend equivalents acquired after his most recent Form 4 filing.
• Salesky also beneficially owns 4,740 deferred stock units (DSUs) directly.
• DSUs were granted under the PNC Directors Deferred Stock Unit Program, part of PNC's 2016 Incentive Award Plan, and represent the right to receive one share of PNC common stock at retirement.
• The DSUs also include dividend equivalents acquired under the Program after his most recent Form 4 filing.

Sentiment

Score: 6

Explanation: The filing reports a routine acquisition of equity-linked compensation by a director, which is a neutral to slightly positive signal as it indicates continued alignment of interests, but does not contain significant new financial or operational information.

Positives

• Acquisition of 240 phantom stock units by a director, indicating continued alignment of management interests with shareholder value.
• The phantom stock units and deferred stock units include dividend equivalents, demonstrating ongoing accumulation of equity-linked compensation.

Future Outlook

This Form 4 filing does not provide any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Management Comments

• 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.
• Deferred stock units ("DSUs") 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 The PNC Financial Services Group, Inc. ("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.

Industry Context

The acquisition of phantom stock and deferred stock units by a director is a common form of executive and director compensation in the financial services industry, designed to align the interests of leadership with long-term shareholder value. Such equity-linked compensation is prevalent among large financial institutions like PNC, reflecting a standard practice for retaining and incentivizing key personnel.

Comparison to Industry Standards

• The use of phantom stock units and deferred stock units as part of director compensation is a standard practice across major U.S. financial institutions, including peers such as JPMorgan Chase & Co., Bank of America Corporation, and Wells Fargo & Company, which also utilize similar equity-based incentive programs to align director interests with long-term company performance.
• The structure, where units are settled in cash or stock upon retirement, is consistent with common deferred compensation plans seen in the broader financial sector, aiming to defer income and provide long-term incentives.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units and deferred stock units by Bryan Scott Salesky, a Director of PNC, represents a standard compensation arrangement between the company and a related party (director).

Stakeholder Impact

• Shareholders: The acquisition of equity-linked units by a director generally signals continued alignment of management's interests with long-term shareholder value.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• Continued beneficial ownership of phantom stock units and deferred stock units by the reporting person.
• Future settlement of phantom stock units in cash upon distribution to the reporting person.
• Future receipt of PNC common stock or cash for deferred stock units upon the reporting person's retirement, as per the program terms.

Key Dates

Keywords

PNC Financial Services Group, PNC, Bryan Salesky, Director, SEC Form 4, Insider Trading, Phantom Stock Units, Deferred Stock Units, Executive Compensation, Beneficial Ownership, Financial Services