Form 4: PNC Director Richard Harshman Reports Acquisition of Phantom Stock Units

PNC Financial Services Group Director Richard J. Harshman reported the acquisition of 119 phantom stock units on July 1, 2025, increasing his indirect beneficial ownership to 2,032 phantom stock units.

Summary

• Richard J. Harshman, a Director of PNC Financial Services Group, Inc. (PNC), reported a transaction involving equity-linked securities.
• On July 1, 2025, Harshman acquired 119 phantom stock units.
• These phantom stock units were acquired at a price of $192.52 per unit.
• Following this transaction, Harshman indirectly beneficially owns 2,032 phantom stock units.
• He also directly beneficially owns 8,635 deferred stock units.
• Phantom stock units are economic equivalents of PNC common stock, settled in cash upon distribution, and generally do not expire.
• Deferred stock units represent the right to receive one share of PNC common stock at retirement, or cash in limited circumstances, pursuant to the PNC Directors Deferred Stock Unit Program.
• Both phantom stock units and deferred stock units include dividend equivalents acquired in transactions exempt from reporting.

Sentiment

Score: 7

Explanation: The filing indicates an insider acquisition of equity-linked securities, which is generally viewed positively as it suggests management confidence, though it's a routine compensation-related transaction rather than a discretionary open-market purchase.

Positives

• A director acquired additional equity-linked securities, which can signal confidence in the company's future performance and alignment with shareholder interests.

Future Outlook

NA

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

This filing is a routine disclosure of an insider's equity-linked compensation and does not provide broader industry context or trends.

Related Party Transactions

• Acquisition of 119 phantom stock units by Richard J. Harshman, a Director of PNC, as part of a compensation plan.
• Holding of 8,635 deferred stock units by Richard J. Harshman, a Director of PNC, as part of a compensation plan.

Stakeholder Impact

• Shareholders: May view the director's increased equity-linked holdings as a positive signal of alignment with shareholder interests and confidence in the company's long-term value.

Key Dates

Keywords

PNC, Financial Services, Director, Insider Transaction, Form 4, SEC Filing, Phantom Stock Units, Deferred Stock Units, Equity Compensation