Form 4: PNC Director Marjorie Rodgers Cheshire Increases Beneficial Ownership Through Phantom Stock Unit Acquisition

PNC Financial Services Group, Inc. Director Marjorie Rodgers Cheshire reported the acquisition of 224 phantom stock units, alongside updated beneficial ownership figures for other derivative securities.

Summary

• Marjorie Rodgers Cheshire, a Director of PNC Financial Services Group, Inc. (PNC), reported changes in her beneficial ownership of derivative securities.
• On July 1, 2025, Ms. Cheshire acquired 224 phantom stock units at a price of $192.52 per unit.
• Following this transaction, her total beneficial ownership includes 5,799 phantom stock units held indirectly through the PNC Deferred Compensation Plan, which incorporates units acquired as dividend equivalents.
• She also beneficially owns 4,114 phantom stock units indirectly through the PNC Outside Directors Deferred Stock Unit Plan, also including dividend equivalents.
• Additionally, Ms. Cheshire directly owns 11,437 deferred stock units (DSUs) under the PNC Directors Deferred Stock Unit Program, which also includes dividend equivalents.
• Phantom stock units are the economic equivalent of one share of PNC common stock and are settled in cash upon distribution.
• Deferred stock units represent the right to receive one share of PNC common stock (or cash equivalent) at retirement.

Sentiment

Score: 7

Explanation: The acquisition of additional units by a director, even if compensation-related, generally indicates positive alignment and confidence in the company's future prospects.

Positives

• The acquisition of additional phantom stock units by a director indicates continued alignment of management interests with shareholder interests.
• The increase in beneficial ownership, even if compensation-related, can be viewed as a positive signal of confidence in the company's future.

Future Outlook

NA

Industry Context

This filing represents a routine insider transaction for a director of a major financial services group, reflecting compensation and beneficial ownership updates. Such transactions are common in the banking and financial sector as part of executive and director remuneration packages, aligning their interests with the company's performance.

Related Party Transactions

• The reported transaction involves Marjorie Rodgers Cheshire, a Director of PNC Financial Services Group, Inc., acquiring phantom stock units and holding deferred stock units as part of her compensation, which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The transaction demonstrates continued alignment of a director's interests with the company's performance, which can be viewed positively by shareholders.

Key Dates

Recommendation

Keywords

PNC Financial Services Group, PNC, Marjorie Rodgers Cheshire, Form 4, SEC filing, insider transaction, phantom stock units, deferred stock units, director compensation, beneficial ownership