DEF 14A of PNC Financial Services Group, Inc., Mar 11, 2026

DEF 14A of PNC Financial Services Group, Inc.

Filed Mar 11, 2026 · FY20250001193125-26-102189

Open on EDGAR

  1. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS

  2. ITEM 1 – ELECTION OF DIRECTORS

    | Our director nominees | 14 | | Board composition highlights | 27 | | Director independence | 28 |

  3. ITEM 1 – ELECTION OF DIRECTORS

    | Director nomination process | 30 | | Majority vote standard | 32 |

  4. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  5. DIRECTOR COMPENSATION

    | 2025-2026 compensation program | 53 | | Deferred compensation plans | 54 | | Other benefits | 54 |

  6. DIRECTOR COMPENSATION

    | Director compensation in 2025 | 55 | | Director stock ownership requirement | 55 |

  7. COMPENSATION DISCUSSION AND ANALYSIS

    | 2025 performance and compensation decisions | 75 | | Compensation policies and practices | 83 | | Glossary of performance metrics | 88 |

  8. COMPENSATION AND RISK

    | Equity grant timing | 91 |

  9. COMPENSATION TABLES

    | Summary compensation table | 92 | | Grants of plan-based awards in fiscal 2025 | 94 | | Outstanding equity awards at 2025 fiscal year-end | 95 |

  10. COMPENSATION TABLES

    | Option exercises and stock vested in fiscal 2025 | 98 | | Pension benefits at 2025 fiscal year-end | 99 | | Non-qualified deferred compensation in fiscal 2025 | 101 |

  11. CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

    CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

  12. CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

    | Benefits upon termination of employment | 104 | | Executive severance plan | 104 | | Change of control agreements | 104 |

  13. CHANGE IN CONTROL AND TERMINATION OF EMPLOYMENT

    | Equity-based grants | 105 | | Existing plans and arrangements | 106 | | Estimated benefits upon termination | 108 |

  14. CEO PAY RATIO

    CEO PAY RATIO

  15. CEO PAY RATIO

    | CEO pay ratio | 110 |

  16. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  17. PAY VERSUS PERFORMANCE

    | Pay versus performance | 111 |

  18. ITEM 4 — APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

    ITEM 4 — APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

  19. ITEM 4 — APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

    | Introduction | 117 | | Highlights of the 2026 Plan | 118 |

  20. ITEM 4 — APPROVAL OF THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

    | Summary of material terms of the 2026 Plan | 119 | | New plan benefits | 126 | | Equity compensation plan information | 127 |

  21. ANNEX B — THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

    ANNEX B — THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

  22. ANNEX B — THE PNC FINANCIAL SERVICES GROUP, INC. 2026 OMNIBUS EQUITY INCENTIVE PLAN

    | The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan | B-1 |

  23. For more information about our nominees’ qualifications, see “Item 1 – Election

    For more information about our nominees’ qualifications, see “Item 1 – Election of directors” beginning on page 13 of this proxy statement.

  24. For more information about our nominees’ qualifications, see “Item 1 – Election

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  25. For more information about our nominees’ qualifications, see “Item 1 – Election

    Corporate governance highlights Our corporate governance practices are designed to serve our stakeholders’ interest in effective governance and robust independent board oversight at PNC.

  26. For more information about our nominees’ qualifications, see “Item 1 – Election

    | Annual elections: | ∎ The entire Board is elected each year; we have no staggered elections. | | | Majority vote standard: | ∎ The election of directors is subject to a majority voting requirement; any director who does not receive a majority of the votes cast in an uncontested election must tender his or her resignation to the Board. | | | Robust independent oversight: | ∎ Our director independence standards are based on NYSE standards and are incorporated in our corporate governance guidelines. ∎ Under our corporate governance guidelines, the Board is required to have a substantial majority (at least two-thirds) of independent directors. All of our current directors and nominees to the Board are independent, except our CEO. ∎ The Board regularly holds executive sessions of its independent directors with no members of management present. ∎ All Board committees with specific areas of responsibility are composed entirely of independent directors, other than the Risk Committee. We believe the CEO’s membership on the Risk Committee helps facilitate the committee’s effective monitoring and evaluation of enterprise strategy and risk-taking activities. | | | Independent Board leadership: | ∎ The Presiding Director, Andrew T. Feldstein, serves as the Board’s lead independent director. ∎ The Presiding Director has specific duties relating to Board operations and governance, including approval of Board meeting agendas and presiding over executive sessions of the Board’s independent directors. | | | Well-developed committee structure: | ∎ To operate more effectively, the Board conducts certain oversight and governance activities through a robust committee structure. The Board currently has six committees with distinct areas of responsibility: | | | | (1) Audit Committee | (4) Risk Committee | | | (2) Human Resources Committee | (5) Corporate Responsibility Committee | | | (3) Nominating and Governance Committee | (6) Technology Committee | | CEO / senior executive succession planning: | ∎ Succession planning encompasses both long-term succession scenarios and contingencies or unplanned scenarios. ∎ At least annually, the Human Resources Committee of the Board reviews a detailed succession planning report from PNC’s talent management function. The report typically includes a discussion of the individual performance of each executive officer, as well as succession plans and development initiatives for other emerging talent. | | | Director education: | ∎ All new directors undergo a director orientation program, which includes written materials and personalized orientation sessions. ∎ Our continuing education program takes into account directors’ knowledge and experience and our risk profile. It includes training on complex products and services, our lines of business, significant risks to the Company, applicable laws, regulations and supervisory requirements, and other relevant topics, as identified by the Board and members of senior management. | | | Board evaluations: | ∎ The Board and its committees each conduct a self-evaluation annually under the oversight of the Nominating and Governance Committee. Feedback is obtained through discussions among the Board and committee members. Appropriate action plans are then developed to implement enhancements and other changes based on the feedback received. | |

  27. For more information about our nominees’ qualifications, see “Item 1 – Election

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  28. For more information about our nominees’ qualifications, see “Item 1 – Election

    | Retirement policy: | ∎ The Board has set age 75 as the mandatory retirement age for directors, subject to waiver by the Board when determined to be in the best interests of the Company. | | Directors’ external commitments: | ∎ Audit Committee members may not serve on the audit committees of more than three public companies, including PNC. ∎ The Board will consider a director’s availability to fulfill his or her responsibilities as a director if he or she serves on more than three other public company boards. |

  29. For more information about our nominees’ qualifications, see “Item 1 – Election

    Item 2 – Ratification of independent registered public accounting firm The Board recommends voting “FOR” the proposal to ratify the selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2026. The Audit Committee of the Board is responsible for the appointment, compensation, evaluation, retention and oversight of PNC’s independent auditors. The Audit Committee has selected PricewaterhouseCoopers LLP as the independent auditors who shall audit the consolidated financial statements of PNC and its subsidiaries for the year ending December 31, 2026. The Audit Committee and the Board believe the continued retention of PricewaterhouseCoopers LLP is in the best interest of PNC.

  30. For more information about our nominees’ qualifications, see “Item 1 – Election

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  31. For more information about our nominees’ qualifications, see “Item 1 – Election

    The Board recommends voting “FOR” the advisory resolution to approve the compensation of PNC’s named executive officers as described in the Compensation discussion and analysis, compensation tables and related disclosure in this proxy statement.

  32. Executive compensation highlights

    | Evaluating performance: | We believe an effective executive compensation program requires a comprehensive evaluation of performance across multiple categories. Our evaluation generally includes a review of PNC’s financial performance, how we executed against our strategic objectives and how we manage risk, the customer experience, talent management, financial accountability and leadership. See “Compensation discussion and analysis” in this proxy statement for a detailed discussion of how performance was evaluated. | | Risk-mitigating features: | Our executive compensation program includes several complementary, risk-mitigating features: – We provide incentives for performance over different time horizons (short- and long-term). – We embed performance goals into a significant portion of our long-term incentive awards and include a risk-based performance review that could reduce or eliminate the awards. – We place a substantial majority of compensation at risk, including deferring at least 50% of our named executive officers’ compensation into equity-based long-term incentive awards that are not payable for several years. – We reward achievement against both quantitative and qualitative goals, while allowing for discretion. – We connect pay to company performance, relative to our internal objectives as well as the performance of a carefully selected performance peer group. – We consider market data and trends when making pay decisions. |

  33. 2025 compensation decisions

    | | William S. Demchak Chairman and CEO | Robert Q. Reilly Exec. VP and CFO | Mark Wiedman(1) President | Deborah Guild Exec. VP and Head of Technology | Alexander E. C. Overstrom Exec. VP and Head of Retail Banking | E William Parsley, III(2) Former Exec. VP and Chief Operating Officer (“COO”) | | Incentive compensation target for 2025 | $23,700,000 | $6,800,000 | $7,350,000 | $5,900,000 | $5,800,000 | $7,800,000 | | Incentive compensation awarded for 2025 performance | $33,700,000 | $9,300,000 | $10,225,000 | $6,250,000 | $6,300,000 | n/a | | Annual cash incentive portion | $9,200,000 | $3,300,000 | $3,237,500 | $2,825,000 | $2,100,000 | n/a | | Long-term equity incentive portion | $24,500,000 | $6,000,000 | $6,987,500 | $3,425,000 | $4,200,000 | n/a | | Incentive compensation disclosed in the Summary compensation table(3) | $26,700,184 | $7,800,070 | $8,437,590 | $5,825,176 | $5,100,176 | $5,355,213 | | Annual cash incentive portion (2025 performance) | $9,200,000 | $3,300,000 | $3,237,500 | $2,825,000 | $2,100,000 | n/a | | Long-term equity incentive portion (2024 performance)(4) | $17,500,184 | $4,500,070 | $5,200,090 | $3,000,176 | $3,000,176 | $5,355,213 |

  34. 2025 compensation decisions

    | (3) Under SEC regulations, the incentive compensation amounts disclosed in the Summary compensation table include the annual cash incentive award paid in 2026 for 2025 performance (the “Non-Equity Incentive Plan Compensation” column) and the long-term equity-based incentive award granted in 2025 for 2024 performance (the “Stock Awards” column). |

  35. 2025 compensation decisions

    | (4) Mr. Wiedman was granted the long-term equity incentive portion on April 17, 2025 in connection with his appointment as President. All other NEOs were granted the long-term equity incentive portion on February 14, 2025 relating to 2024 performance. |

  36. The Board recommends voting “FOR” the proposal to approve The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan

    The Board recommends voting “FOR” the proposal to approve The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan We are asking our shareholders to approve a new equity incentive plan, The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan (the “2026 Plan”). The 2026 Plan is intended to replace our current equity incentive plan, The PNC Financial Services Group, Inc. 2016 Incentive Award Plan (the “Prior Plan”), which will expire on April 25, 2026. The Board previously approved the 2026 Plan, subject to approval by PNC shareholders, upon the recommendation of the HR Committee. Long-term equity compensation plays an important part in PNC’s pay-for-performance philosophy. The Board believes that adoption of the 2026 Plan will further PNC’s ability to attract, retain and motivate top-quality management, employees, officers and non-employee directors of PNC and its subsidiaries, upon whose judgment and efforts we rely to promote the long-term growth and financial success of PNC and our shareholders. The 2026 Plan is intended to provide participants with incentives to maximize their performance on behalf of PNC through equity-based awards that provide them with opportunities for stock ownership. If our shareholders approve the 2026 Plan at the annual meeting, PNC will not make any further awards under the Prior Plan following the date of the annual meeting and will instead make awards under the 2026 Plan. If our shareholders do not approve the 2026 Plan, we will be unable to make any awards following the termination of the Prior Plan. We have a demonstrated track record of disciplined equity usage and effective dilution management, as evidenced by our consistently low burn rates, averaging 0.49% over the last three years. The maximum aggregate number of shares of our common stock that are available for issuance under the 2026 Plan will be no more than (i) 28,000,000 shares (representing approximately 7.17% of PNC’s outstanding common stock as of December 31, 2025), plus (ii) the number of shares that are authorized but not issued under the Prior Plan as of the date that the 2026 Plan is approved by our shareholders.

  37. The Board recommends voting “FOR” the proposal to approve The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan

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  38. The Board recommends voting “FOR” the proposal to approve The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan

    The Board is PNC’s highest governing body and oversees PNC’s strategy, business and corporate culture. The entire Board stands for election at each annual meeting of shareholders, consistent with PNC’s governing documents. Each director who is elected at the annual meeting of shareholders will serve a one-year term until the next year’s annual meeting and the election of a successor or until the director’s earlier death, resignation or removal. The Board is authorized to have 13 members at the date of PNC’s 2026 annual meeting of shareholders. This proxy statement provides information about the 13 director nominees who will be presented for election at the 2026 annual meeting. We encourage shareholders to review the sections listed below for detailed information about our 13 director nominees, the composition of the Board and our director nomination process.

  39. Our director nominees

    Our director nominees

  40. Joseph Alvarado

    Joseph Alvarado — Former Chairman, President and Chief Executive Officer, Commercial Metals Company (NYSE: CMC)

  41. Joseph Alvarado

    | Age: 73 Director since 2019 Independent director Board committees: • Audit • Corporate Responsibility | Experience, Qualifications, Attributes or Skills: The Board values Mr. Alvarado’s extensive business knowledge and experience in accounting, sales, manufacturing, planning and global operations. Other Public Company Directorships (within the past 5 years): Arcosa, Inc. Kennametal, Inc. Trinseo PLC Professional Background: Joseph Alvarado is the former Chairman, President and Chief Executive Officer of Commercial Metals Company (“CMC”), a Fortune 500 global metals company that under his leadership was active in recycling, manufacturing, fabricating and trading. In this role, Mr. Alvarado was responsible for the overall strategic leadership of CMC, with nearly 9,000 employees and operations in over 200 locations in more than 20 countries. Mr. Alvarado served as Chairman, President and CEO of CMC for approximately seven years, retiring in 2018. Mr. Alvarado previously served as Executive Vice President and Chief Operating Officer of CMC from 2010 to 2011, during which time he had full profit and loss and operating responsibility for the company’s diverse global businesses. Prior to his career with CMC, Mr. Alvarado was an Operating Partner for Wingate Partners and The Edgewater Funds from 2009 to 2010, where he consulted on new deal evaluation and portfolio company management. Mr. Alvarado worked for a number of other businesses throughout his career of more than four decades within the steel, metal processing, energy and chemical industries. Mr. Alvarado held the positions of President at United States Steel Tubular Products, Inc. from 2007 to 2009; President and Chief Operating Officer at Lone Star Technologies from 2004 to 2007; Vice President, Long Product Sales and Marketing, North America at ArcelorMittal from 1998 to 2004; and Executive Vice President, Commercial for Birmingham Steel from 1997 to 1998. Mr. Alvarado also held various positions at Inland Steel Company from 1976 to 1997, ultimately serving as President, Inland Steel Bar Company (a division of Inland Steel Company) from 1995 to 1997. Mr. Alvarado received a BA in Economics from the University of Notre Dame and an MBA from Cornell University’s SC Johnson Graduate School of Management. |

  42. Joseph Alvarado

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  43. Debra A. Cafaro

    Debra A. Cafaro — Chairman and Chief Executive Officer, Ventas, Inc. (NYSE: VTR)

  44. Debra A. Cafaro

    | Age: 68 Director since 2017 Independent director Board committees: • Audit • Human Resources (Chair) • Executive | Experience, Qualifications, Attributes or Skills: The Board values Ms. Cafaro’s extensive corporate leadership, knowledge and experience. Her years of experience as a public company CEO in the financial sector provide insight into the oversight of financial and accounting matters. Her vision as a strategic thinker adds depth and strength to the Board in its oversight of PNC’s continued growth. The Board also values Ms. Cafaro’s active community involvement. Other Public Company Directorships (within the past 5 years): Ventas, Inc. Professional Background: Debra A. Cafaro is Chairman of the Board and Chief Executive Officer of Ventas, Inc. (“Ventas”), an S&P 500 company that is a leading owner of senior housing, healthcare and research properties. Building on her early career in law and over 25 years of tenure as CEO of Ventas, Ms. Cafaro is broadly engaged across the business, public policy and nonprofit sectors. She is a past chair of the Real Estate Roundtable and the Economic Club of Chicago, and is a member of the American Academy of Arts & Sciences and The Business Council. She serves on the boards of the Civic Committee of the Commercial Club of Chicago and the University of Chicago. Ms. Cafaro has been recognized multiple times by Harvard Business Review as one of the top 100 global CEOs and by Modern Healthcare as one of the top 100 leaders in healthcare. Ms. Cafaro received a JD from the University of Chicago Law School and a BA from the University of Notre Dame. |

  45. Debra A. Cafaro

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  46. Marjorie Rodgers Cheshire

    Marjorie Rodgers Cheshire — Principal, A&R Development Corp.

  47. Marjorie Rodgers Cheshire

    | Age: 57 Director since 2014 Independent director Board committees: • Nominating & Governance • Risk • Corporate Responsibility (Chair) | Experience, Qualifications, Attributes or Skills: The Board values Ms. Cheshire’s executive management experience and her background in real estate, marketing and media, as well as her active involvement in the Baltimore community. Other Public Company Directorships (within the past 5 years): Empowerment & Inclusion Capital I Corp. (until December 2022) Exelon Corporation Professional Background: Marjorie Rodgers Cheshire is a corporate board director and an investor in commercial real estate. She is a Principal of A&R Development Corp. (“A&R”), a diversified real estate investment company that owns and invests in large scale multifamily, mixed use and retail real estate in the Baltimore and Washington, DC markets. Ms. Cheshire additionally served as A&R’s President and Chief Operating Officer from 2004 to 2021, and was responsible for the firm’s business operations, asset management and strategic initiatives. Ms. Cheshire also spent many years in senior leadership positions in the media and sports industries. Ms. Cheshire was the Senior Director of Brand & Consumer Marketing for the National Football League, a Vice President of Business Development for Oxygen Media, and a Director and Special Assistant to the Chairman and CEO of ESPN. Early in her career, Ms. Cheshire worked as a consultant at The Boston Consulting Group and in brand management at Nestlé Foods. Ms. Cheshire is chair of the board of Baltimore Equitable Insurance and is a trustee of Johns Hopkins Medicine and Johns Hopkins Hospital. Ms. Cheshire received a BS in Economics from the Wharton School of the University of Pennsylvania and an MBA from the Stanford University Graduate School of Business. |

  48. Marjorie Rodgers Cheshire

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  49. Douglas A. Dachille

    Douglas A. Dachille — Former Chief Investment Officer, American International Group, Inc. (NYSE: AIG)

  50. Douglas A. Dachille

    | Age: 62 Director since 2025 Independent director Board committees: • Risk • Technology | Experience, Qualifications, Attributes or Skills: The Board values Mr. Dachille’s decades of investment management expertise and his strategic thinking. Mr. Dachille has an extensive track record in asset management, structured finance and risk management. His experience with key strategic issues in the insurance, banking and asset management industries will be an asset to the Board as PNC navigates potential growth opportunities. Other Public Company Directorships (within the past 5 years): BridgeBio Pharma, Inc. Equitable Holdings, Inc. Professional Background: Mr. Dachille served as Executive Vice President and Chief Investment Officer for American International Group, Inc. (“AIG”), a leading global insurance organization, from September 2015 to June 2021. Before assuming these roles at AIG, Mr. Dachille served as the Chief Executive Officer of First Principles Capital Management, LLC (“First Principles”), an institutional fixed income investment manager, from September 2003 until its acquisition by AIG in September 2015. Prior to co-founding First Principles, he was President and Chief Operating Officer of Zurich Capital Markets. Mr. Dachille began his career at JPMorgan & Co., a predecessor to JPMorgan Chase & Co., where he served as the Global Head of Proprietary Trading and Co-Treasurer. Mr. Dachille earned his bachelor’s degree in a special joint biomedical education program through Union College and Albany Medical College and an MBA in finance from the University of Chicago. |

  51. Douglas A. Dachille

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  52. William S. Demchak

    William S. Demchak — Chairman and Chief Executive Officer, The PNC Financial Services Group, Inc. (NYSE: PNC)

  53. William S. Demchak

    | Age: 63 Director since 2013 Management director Board committees: • Risk • Executive | Experience, Qualifications, Attributes or Skills: The Board believes that the current CEO should also serve as a director. Under the leadership structure discussed elsewhere in this proxy statement, a CEO-director acts as a liaison between the Board and management, and assists the Board in its oversight of the Company. Mr. Demchak’s experience and strong leadership provide the Board with insight into the business and strategic priorities of PNC. Other Public Company Directorships (within the past 5 years): None Professional Background: William S. Demchak is the Chairman and Chief Executive Officer of PNC, one of the largest diversified financial services companies in the United States. Mr. Demchak joined PNC in 2002 as Chief Financial Officer. In July 2005, he was named head of PNC’s Corporate & Institutional Banking segment, responsible for PNC’s middle market and large corporate businesses, as well as capital markets, real estate finance, equity management and leasing. Mr. Demchak was promoted to Senior Vice Chairman in 2009 and named Head of PNC Businesses in August 2010. He held the office of President from April 2012 through February 2024 and has served as Chief Executive Officer since April 2013 and as Chairman since April 2014. Before joining PNC in 2002, Mr. Demchak served as the Global Head of Structured Finance and Credit Portfolio for JPMorgan Chase & Co. He also held key leadership roles at J.P. Morgan & Co. prior to its merger with The Chase Manhattan Corporation in 2000, establishing JPMorgan Chase & Co. He was actively involved in developing JPMorgan Chase & Co.’s strategic agenda and was a member of the company’s capital and credit risk committees. Mr. Demchak is a member and past chairman of the board of directors of the Bank Policy Institute and is a member of The Business Council and the Federal Advisory Committee for the Federal Reserve. In addition, he is the past chairman of the Allegheny Conference on Community Development and is a member of the board of directors of the Pittsburgh Cultural Trust. Mr. Demchak received a BS from Allegheny College and an MBA from the University of Michigan. |

  54. William S. Demchak

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  55. Andrew T. Feldstein

    Andrew T. Feldstein — Former Chief Executive Officer and Chief Investment Officer, BlueMountain Capital Management, LLC

  56. Andrew T. Feldstein

    | Age: 61 Director since 2013 Presiding Director (lead independent director) Board committees: • Human Resources • Nominating and Governance (Chair) • Risk • Executive (Chair) | Experience, Qualifications, Attributes or Skills: The Board values Mr. Feldstein’s extensive financial and risk management expertise. As founder and former CEO of BlueMountain Capital Management, LLC and through his senior management positions at JPMorgan, Mr. Feldstein built a reputation for innovation and significant insight into risk management. The Board believes these skills are particularly valuable to Mr. Feldstein’s role as Presiding Director and to the Board’s effective oversight of risk management, as well as a valuable resource to PNC as it continues to grow its business while maintaining a strong balance sheet. Other Public Company Directorships (within the past 5 years): None Professional Background: Andrew T. Feldstein, our Presiding Director, is the former Chief Executive Officer and Chief Investment Officer of BlueMountain Capital Management, LLC (“BlueMountain”). Mr. Feldstein also served as the Chief Investment Officer of Assured Guaranty Ltd., a leading provider of financial guaranty insurance, following its acquisition of BlueMountain in 2019. Under Mr. Feldstein’s leadership, BlueMountain was a leading alternative asset manager with $18 billion in assets under management. Prior to co-founding BlueMountain in 2003, Mr. Feldstein spent over a decade at JPMorgan Chase & Co., where he was a Managing Director and served as Head of Structured Credit, Head of High Yield Sales, Trading and Research, and Head of Global Credit Portfolio. Mr. Feldstein serves on the board of trustees of The Northwestern Mutual Life Insurance Company, a leading provider of personal life insurance in the U.S. market, and is a member of the Harvard Law School Leadership Council. Mr. Feldstein received a BA from Georgetown University and a JD from Harvard Law School. |

  57. Andrew T. Feldstein

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  58. Richard J. Harshman

    Richard J. Harshman — Former Chairman, President and Chief Executive Officer, Allegheny Technologies Incorporated (NYSE: ATI)

  59. Richard J. Harshman

    | Age: 69 Director since 2019 Independent director Board committees: • Audit (Chair) • Human Resources • Nominating and Governance • Executive | Experience, Qualifications, Attributes or Skills: The Board values Mr. Harshman’s depth of experience with the operational, human capital management, sustainability and financial aspects of leading a public company, including as chief executive officer, chief financial officer and chief operating officer. The Board also values Mr. Harshman’s active involvement in the Pittsburgh community and his prior board leadership experience as the lead independent director for another publicly-traded company. Other Public Company Directorships (within the past 5 years): Ameren Corporation Professional Background: Richard J. Harshman is the retired Executive Chairman and former President and Chief Executive Officer of Allegheny Technologies Incorporated (now known as ATI Inc.) (“ATI”), a global manufacturer of technically advanced specialty materials and complex parts and components. Mr. Harshman served as the Chairman, President and CEO of ATI from 2011 through 2018. Mr. Harshman previously served in other roles at ATI, including President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2000 to 2010 and other roles of increasing responsibility since 1996. Mr. Harshman began his career as an internal auditor at Teledyne, Inc., a predecessor company to ATI, in 1978. Mr. Harshman is active within the Pittsburgh community, including through his service with several nonprofit boards. He is the immediate past chair and a current member of the Executive Committee of the Board of Trustees of the Pittsburgh Cultural Trust. Mr. Harshman also is a member of the Executive Committee of the Board of Directors of the United Way of Southwestern Pennsylvania. Previously, he served as the chair of the Allegheny Conference on Community Development and as a member of the board of trustees of Robert Morris University, in addition to his service with other Pittsburgh-based nonprofit organizations. Mr. Harshman received a BS in Accounting from Robert Morris University and was previously licensed as a Certified Public Accountant by the California Board of Accountancy. |

  60. Richard J. Harshman

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  61. Daniel R. Hesse

    Daniel R. Hesse — Former President and Chief Executive Officer, Sprint Corporation

  62. Daniel R. Hesse

    | Age: 72 Director since 2016 Independent director Board committees: • Nominating and Governance • Technology (Chair) | Experience, Qualifications, Attributes or Skills: Mr. Hesse brings extensive corporate leadership experience to the Board, having served in a variety of executive positions, including as CEO of Sprint Corporation. His years of experience in the wireless communications industry provide insight into the dynamic and strategic matters overseen by the Board. The broad spectrum of technology issues he navigated during his career enable him to bring valuable perspective to assist the Board in its oversight of technology and related risks and opportunities. Other Public Company Directorships (within the past 5 years): Akamai Technologies, Inc. Tech and Energy Transition Corporation (until March 2023) Professional Background: Daniel R. Hesse is the former President and Chief Executive Officer of Sprint Corporation (“Sprint”), one of the United States’ largest wireless carriers, serving from 2007 to 2014. A well-known advocate for the conscience-driven corporation and its responsibility in creating a sustainable world, during his tenure as CEO of Sprint, Mr. Hesse was a recipient of the Responsible CEO Lifetime Achievement Award from Corporate Responsibility Magazine. Mr. Hesse received a BA from the University of Notre Dame, an MBA from Cornell University and an MS from Massachusetts Institute of Technology where he was awarded the Brooks Thesis Prize. |

  63. Daniel R. Hesse

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  64. Renu Khator

    Renu Khator — Chancellor, University of Houston System and President, University of Houston

  65. Renu Khator

    | Age: 70 Director since 2022 Independent director Board committees: • Audit • Nominating and Governance | Experience, Qualifications, Attributes or Skills: The Board values Dr. Khator’s significant leadership experience in academia and expertise in economic development and funding research for community programs, which will be instrumental in expanding opportunities and executing on strategies as PNC continues to invest for growth. The Board also values Dr. Khator’s active involvement in the Houston community. Other Public Company Directorships (within the past 5 years): The Camden Property Trust Professional Background: Renu Khator holds the dual titles of Chancellor of the University of Houston System (“UH System”) and President of the University of Houston (“UH”). She also serves as a professor in UH’s Department of Government and International Affairs. As Chancellor of the UH System, Dr. Khator oversees a four-university organization that serves more than 76,000 students. During her tenure as President since 2008, UH has experienced record-breaking research funding, enrollment and private support, as well as earning Tier One status in 2011, with the Carnegie Foundation elevating it to the top category of research universities. Prior to her appointment at UH, Dr. Khator had a 22-year career at the University of South Florida, most recently serving as Provost and Senior Vice President and as a professor in the Department of Government and International Affairs. Dr. Khator has been named to the American Academy of Arts and Sciences. She previously served as a member of the Indian Prime Minister’s Empowered Expert Committee and the U.S. Department of Homeland Security’s Academic Advisory Council, and as the 11th District Chair of the Federal Reserve Bank of Dallas. Dr. Khator received a BA in Liberal Arts from Kanpur University, India and an MA and PhD in Political Science from Purdue University. |

  66. Renu Khator

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  67. Linda R. Medler

    Linda R. Medler — Retired Brigadier General, United States Air Force; Founder, President and Chief Executive Officer, L A Medler & Associates, LLC

  68. Linda R. Medler

    | Age: 69 Director since 2018 Independent director Board committees: • Risk • Technology | Experience, Qualifications, Attributes or Skills: The Board values Ms. Medler’s extensive leadership experience and her deep knowledge of cybersecurity and information technology. Her years of experience leading cybersecurity, information technology and multi-function organizations facing a broad range of technology and operational issues provide the Board with valuable cyber and technology risk expertise, as well as a strong understanding of emerging technology and digital business transformation strategies, to facilitate effective governance and oversight of the cybersecurity and technology issues facing PNC. Other Public Company Directorships (within the past 5 years): Target Hospitality Corp. Professional Background: Linda Medler is a retired U.S. Air Force (“USAF”) Brigadier General with more than 20 years of experience developing cutting-edge cyber and technology strategies for highly regulated public and private institutions, as well as within the highest levels of government. She is the founder, President and CEO of L A Medler & Associates, a boutique cybersecurity consulting company. She previously served as the Chief Information Security Officer for Raytheon Missile Systems, and also as an Executive and Senior Officer for the Department of Defense, where she led mission-critical business, technology and cybersecurity strategies. In 2014, Ms. Medler completed 30 years of total military service, including 27 years of service in the USAF, retiring as a Brigadier General. She began her military service as an enlisted U.S. Marine. Her last position held with the USAF was Director of Capability and Resource Integration for the United States Cyber Command. Her previous assignments included Director of Communications and Networks for the Joint Staff, Joint Chiefs of Staff Deputy CIO, Chief of Staff for Air Force Materiel Command, and Commander/Vice Commander for the 75th Air Base Wing. Ms. Medler received a BBA in Management & Computer Information Systems from the University of Arkansas at Little Rock, an MS in National Security & Strategic Studies from the Naval War College, and an MBA in Management Information Systems Concentration from the University of Arizona. |

  69. Linda R. Medler

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  70. Linda R. Medler

    — Former Chairman, President and Chief Executive Officer, Lowe’s Companies, Inc. (NYSE: LOW)

  71. Linda R. Medler

    | Age: 63 Director since 2022 Independent director Board committees: • Audit • Human Resources | Experience, Qualifications, Attributes or Skills: The Board values Mr. Niblock’s significant financial expertise, knowledge of the retail industry and experience in building a digital business, which will be instrumental to PNC as it continues to expand its digital presence and pursues transformative growth. Other Public Company Directorships (within the past 5 years): ConocoPhillips Lamb Weston Holdings, Inc. (until July 2025) Professional Background: Robert A. Niblock is the former Chairman, President and Chief Executive Officer of Lowe’s Companies, Inc. (“Lowe’s”), which operates together with its subsidiaries as a home improvement retailer in the United States. Mr. Niblock joined Lowe’s in 1993 and served in various financial roles throughout his career, including as Director of Taxation, Vice President and Treasurer, Senior Vice President, Finance, and Executive Vice President and Chief Financial Officer. Mr. Niblock retired from Lowe’s in 2018 as Chairman, President and Chief Executive Officer. Under his leadership as CEO from 2005 to 2018, the company’s revenues grew from $36.5 billion to $68.6 billion, and Lowe’s built a major digital business to expand the reach of its national stores. The company’s share price also more than tripled from the time of his appointment as CEO to the time of his retirement. Prior to joining Lowe’s, Mr. Niblock had a nine-year career with the accounting firm Ernst & Young LLP. Mr. Niblock received a BS in Accounting from the University of North Carolina at Charlotte. |

  72. Linda R. Medler

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  73. Martin Pfinsgraff

    Martin Pfinsgraff — Retired Senior Deputy Comptroller, Large Bank Supervision, Office of the Comptroller of the Currency

  74. Martin Pfinsgraff

    | Age: 71 Director since 2018 Independent director Board committees: • Audit • Risk (Chair) • Executive | Experience, Qualifications, Attributes or Skills: The Board values Mr. Pfinsgraff’s leadership experience as well as his extensive knowledge of the financial services industry and the regulatory requirements applicable to the industry. His experience in banking regulation, risk management and finance, along with his years of executive leadership, provide the Board with additional skills to oversee complex regulatory, risk management and financial matters. Other Public Company Directorships (within the past 5 years): None Professional Background: Martin Pfinsgraff retired as Senior Deputy Comptroller Large Bank Supervision of the Office of the Comptroller of the Currency (the “OCC”) in February 2017. He held the position of Deputy Comptroller for Credit and Market Risk from 2011 to 2013. Mr. Pfinsgraff served on the Executive Committee of the OCC and as a member of the Senior Supervisors Group, an international committee comprised of supervisors from 10 Organisation for Economic Co-operation and Development (“OECD”) member countries and the European Central Bank. Prior to his career with the OCC, Mr. Pfinsgraff held various positions from 2000 to 2009 at iJet International, a provider of operating risk management solutions, including Chief Operating Officer and Chief Financial Officer. Mr. Pfinsgraff held various positions with Prudential Financial’s operating subsidiaries from 1989 through 2000, including as Treasurer of Prudential Insurance and CFO and President, Capital Markets of Prudential Securities. Mr. Pfinsgraff received a BBA in Psychology from Allegheny College and an MBA from Harvard Business School. |

  75. Martin Pfinsgraff

    | THE PNC FINANCIAL SERVICES GROUP, INC. - 2026 Proxy Statement | 25 |

  76. Bryan S. Salesky

    Bryan S. Salesky — Co-founder and Chief Executive Officer, Stack AV Co.

  77. Bryan S. Salesky

    | Age: 45 Director since 2021 Independent director Board committees: • Corporate Responsibility • Technology | Experience, Qualifications, Attributes or Skills: Mr. Salesky has built a reputation for strategic vision and entrepreneurism in the technology and artificial intelligence industries. The Board believes these skills are particularly valuable to PNC as it continues to invest in new product innovation and growth. The Board also values Mr. Salesky’s active involvement in the Pittsburgh community. Other Public Company Directorships (within the past 5 years): None Professional Background: Bryan S. Salesky is a co-founder and has served as the Chief Executive Officer of Stack AV Co., a developer and provider of advanced autonomous systems designed to meet the safety, reliability and efficiency demands of the trucking industry, since the company’s inception in 2023. Mr. Salesky founded, and from 2016 to 2022 served as the CEO of, Argo AI, LLC, a self-driving technology platform company that partnered with leading automakers to develop the software, hardware, maps and cloud-support infrastructure to power self-driving vehicles. Previously, Mr. Salesky spent more than a decade in roles of increasing responsibility across leading technology companies, including Google and Carnegie Mellon University’s National Robotics Engineering Center (“NREC”). Mr. Salesky brings significant experience across the robotics and software engineering disciplines. In addition to co-leading Carnegie Mellon University’s team that won the 2007 DARPA Urban Challenge autonomous vehicle race, he managed a portfolio of NREC’s largest commercial programs, including autonomous mining trucks for Caterpillar. While at Google, Mr. Salesky was responsible for the development and manufacture of the company’s self-driving hardware portfolio, which included self-driving sensors, computers and several vehicle development programs. Mr. Salesky is chair of the Inclusive Growth Committee of the board of directors of the Allegheny Conference on Community Development, and serves on the board of trustees of the University of Pittsburgh. Mr. Salesky received a BS in Computer Engineering from the University of Pittsburgh. |

  78. Bryan S. Salesky

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  79. Board operations

    Board operations We highlight below certain practices adopted by the Board to aid its governance. For additional information, see “Board’s role in corporate governance—Corporate governance guidelines.”

  80. Board operations

    | Board meetings and director attendance in 2025 Our Board members are highly engaged and devote substantial time to PNC. During 2025 each director in office attended at least 75% of the aggregate number of meetings of the Board and all committees of the Board on which the director served; the average attendance of all directors at Board and applicable committee meetings was approximately 98.2%. The Board has adopted a policy that strongly encourages each director to attend the annual meeting of shareholders. We remind each director of this policy prior to the date of the annual meeting. All of our incumbent directors attended our 2025 annual meeting of shareholders. | Our Board held 12 meetings in 2025, which included 2 dedicated strategic planning sessions. |

  81. Board operations

    Regular executive sessions of independent directors To reinforce a board culture of robust independent oversight, the agenda for each quarterly meeting of the Board includes an executive session of the independent directors. The Board may also meet in executive session from time to time during other meetings of the Board. These sessions provide dedicated time for the independent directors to engage in candid discussion as a group. Pursuant to our corporate governance guidelines, the Presiding Director, Andrew T. Feldstein, presides over these executive sessions. Director orientation and education The N&G Committee oversees PNC’s director orientation and continuing education program, as described below.

  82. Board operations

    | Orientation | Continuing Education | | All of our new directors undergo a director orientation program, which includes written materials and personalized orientation sessions. Personalized orientation sessions generally include meetings with members of senior management to familiarize new directors with our strategic plans, significant financial, accounting and risk management issues, capital markets activities, compliance programs, the Code of Business Conduct and Ethics and related policies, our principal officers, and our internal and independent auditors, as well as specified matters related to the Board committees to which the new director has been appointed. | Our continuing education program takes into account directors’ knowledge and experience and our risk profile, and includes training on complex products and services, our lines of business, significant risks to the Company, applicable laws, regulations and supervisory requirements, and other relevant topics, as identified by the Board and senior management. The continuing education program is delivered through a combination of personalized sessions and external seminars, including those offered by regulators, that are relevant to the duties of a director. Certain educational sessions may be held in connection with, or as part of, a meeting of the Board or a Board committee. |

  83. Board operations

    Board and committee self-evaluations The Board and its committees each conduct a self-evaluation annually under the oversight of the N&G Committee. These annual self-evaluations are designed to provide a regular, formalized process for the members of the Board and its committees to provide feedback on various factors relating to Board or committee effectiveness, as applicable. Feedback is obtained through discussions among the members of the Board and the members of the individual committees, as applicable, and summarized to the Board and the N&G Committee for their review and consideration. Appropriate action plans are then developed to implement enhancements and other changes based on the feedback received. Matters considered in the self-evaluation may include, among other things, meeting materials, information flow and other aspects of Board operations, and oversight of strategy and risk.

  84. Board operations

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  85. Board operations

    Retirement age The Board has not established term limits for directors. The Board believes that term limits prevent valuable contributions from directors who have developed increasing insight into PNC over the course of their tenure. The Board has established a mandatory retirement age. A person who is age 75 or older may not be appointed to the Board or be nominated for election or reelection as a director at the next annual meeting of shareholders after his or her 75th birthday (subject to the Board’s determination that a waiver of the mandatory retirement age is in the best interests of PNC and its shareholders). Limitations on outside board service A director must advise the Board Chair or the N&G Committee chair before accepting an invitation to (1) serve on another public company board of directors, (2) chair or serve as lead independent director of another public company board of directors, (3) chair the audit committee or compensation committee of another public company board or (4) serve as a director or trustee for a private, nonprofit or tax-exempt organization. The Board believes that there should be an opportunity to review a director’s availability to fulfill his or her responsibilities as a PNC director if he or she serves on more than three other public company boards.

  86. HR Committee’s independent compensation consultant

    HR Committee’s independent compensation consultant As indicated above, the HR Committee retained Meridian as its independent compensation consultant for 2025 to advise on PNC’s compensation programs for its CEO and other executive officers. In this capacity, Meridian reported directly to the HR Committee. PNC paid no fees to Meridian in 2025 other than fees paid in connection with the work performed by Meridian for the HR Committee. The HR Committee evaluated whether the work of Meridian raised any conflicts of interest. The HR Committee considered various factors, including the six factors mandated by SEC regulations, and determined that no conflict of interest was raised by the work performed by Meridian for the HR Committee.

  87. Consultants retained by management

    | ∎ | Prepared surveys of competitive pay practices |

  88. 2025-2026 compensation program

    2025-2026 compensation program On April 23, 2025, the N&G Committee approved the non-employee director compensation program for the April 2025 to April 2026 term of director service. The sole change approved by the N&G Committee for the 2025-2026 term was an increase in the value of the annual equity retainer from $170,000 to $190,000. The N&G Committee’s review took into consideration market analyses prepared by Willis Towers Watson, a global professional services firm retained by management. These market analyses examined the non-employee director compensation practices of the same peer group of companies used by the HR Committee of the Board to evaluate Company performance, as detailed in “Compensation discussion & analysis—Our compensation program—Peer groups” in this proxy statement. The non-employee director compensation program for the 2025-2026 term is summarized in the table below.

  89. Director compensation in 2025

    Director compensation in 2025 The table below shows the compensation we provided to our non-employee directors for their service in 2025.

  90. Director compensation in 2025

    | Name | Fees Earned(a) ($) | Stock Awards(b) ($) | All Other Compensation(c) ($) | Total ($) | | Joseph Alvarado | 130,000 | 189,994 | 5,000 | 324,994 | | Debra A. Cafaro | 155,000 | 189,994 | 5,000 | 349,994 | | Marjorie Rodgers Cheshire | 165,000 | 189,994 | 5,000 | 359,994 | | Douglas A. Dachille* | 126,610 | 189,994 | — | 316,604 | | Andrew T. Feldstein | 215,000 | 189,994 | 5,000 | 409,994 | | Richard J. Harshman | 170,000 | 189,994 | 5,000 | 364,994 | | Daniel R. Hesse | 150,000 | 189,994 | 10,000 | 349,994 | | Renu Khator | 130,000 | 189,994 | — | 319,994 | | Linda R. Medler | 130,000 | 189,994 | — | 319,994 | | Robert A. Niblock | 130,000 | 189,994 | 5,000 | 324,994 | | Martin Pfinsgraff | 165,000 | 189,994 | — | 354,994 | | Bryan S. Salesky | 125,000 | 189,994 | — | 314,994 |

  91. Director compensation in 2025

    | * Mr. Dachille was appointed to the Board on February 3, 2025. |

  92. Director compensation in 2025

    | (a) This column includes, as applicable, the Board annual cash retainer, the Presiding Director annual cash retainer and additional retainers for committee chairs and committee members. The amounts in this column are inclusive of amounts voluntarily deferred by certain directors under our Directors Deferred Compensation Plan, a nonqualified defined contribution plan, as follows: Debra A. Cafaro ($155,000); Marjorie Rodgers Cheshire ($82,500); Douglas A. Dachille ($29,064); Andrew T. Feldstein ($215,000); Richard J. Harshman ($42,500); Daniel R. Hesse ($150,000); Renu Khator ($130,000); Robert A. Niblock ($65,000); and Bryan S. Salesky ($125,000). |

  93. Director compensation in 2025

    | Directors who deferred amounts into the account that tracks PNC common stock under the Directors Deferred Compensation Plan were credited with cash-payable stock units based on the closing price of our common stock on the dates of deferral. |

  94. Director compensation in 2025

    | (b) The amounts in this column reflect the grant date fair value under Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”) of 1,207 DSUs awarded to each director under our Outside Directors Deferred Stock Unit Program on April 23, 2025. The grant date fair value is calculated based on the NYSE closing price of our common stock on April 23, 2025 of $157.41 per share. |

  95. Director compensation in 2025

    | None of our non-employee directors had any outstanding stock options or unvested stock awards as of December 31, 2025. |

  96. Director compensation in 2025

    | (c) For Messrs. Alvarado, Feldstein, Harshman, Hesse and Niblock, this column includes the dollar amount of matching gifts (2025 program year) that we paid to charitable organizations designated by them. For Mses. Cafaro and Cheshire and Mr. Hesse, this column also includes the dollar amount of matching gifts (program year 2024) that we paid in early 2025 to charitable organizations designated by them. PNC’s matching gift program accepts participant requests through February 15 of the following year. No non-employee director received incidental benefits having a value in excess of $10,000 in 2025, and there were no incremental costs to PNC for personal use of our corporate aircraft by any non-employee director in 2025. |

  97. 2025 performance overview

    | ∎ | Generated strong returns for our shareholders, while managing the balance sheet for long-term success: |

  98. 2025 performance overview

    | ∎ | For the year, PNC generated an adjusted return on equity of 12.3%, ranking 2nd in the peer group, and a return on tangible common equity (ROTCE) ranking above the peer median, reflecting strong earnings and disciplined capital deployment. |

  99. 2025 performance overview

    | ∎ | Strengthened competitive positioning through strategic expansion. PNC further advanced its national growth strategy with the completion of the FirstBank acquisition on January 5, 2026, expanding its geographic footprint and adding a meaningful number of new customer, loan, and deposit relationships. Throughout 2025, PNC continued to expand and deepen customer relationships, generating growth in both loans and deposits while benefiting from higher capital markets and advisory fee activity. |

  100. Key program features

    | ∎ | We provide incentives for performance over different time horizons (short- and long-term). |

  101. Key program features

    | ∎ | We embed performance goals into a significant portion of our long-term incentive awards and include a risk-based performance review that could reduce or eliminate the awards. |

  102. Key program features

    | ∎ | We place a substantial majority of compensation at risk, including deferring at least 50% of our NEOs’ compensation into equity-based long-term incentives that are not payable for several years. |

  103. Key program features

    | ∎ | We connect pay to company performance, relative to our internal objectives as well as the performance of a carefully selected peer group. |

  104. Key program features

    | ∎ | We consider market data and trends when making pay decisions. |

  105. Total compensation framework

    | ∎ | The incentive compensation target is composed of annual cash and long-term equity-based awards, and the HR Committee establishes a specific minimum percentage of compensation that will be delivered through long-term equity-based awards. |

  106. Total compensation framework

    | ∎ | Under our program, the CEO receives at least 70% of total compensation (i.e., base salary and incentive compensation) in the form of long-term equity-based incentive awards, as illustrated below. All other NEOs receive at least 50% of total compensation in the form of long-term equity-based incentive awards. |

  107. Setting total compensation targets

    | ∎ | We set targets using several factors, including market data. The HR Committee reviews available market data but does not use a formula to set an executive’s target compensation. The HR Committee evaluates many factors, including the appropriateness of the job match and market data, the responsibilities of the position and the executive’s demonstrated performance, skills and experience. |

  108. Setting total compensation targets

    | ∎ | We split the equity-based incentive between two forms of awards. Long-term equity-based incentive awards generally are granted in two primary forms, a Performance Share Unit (“PSU”) representing 60% of the value of the long-term award, and a Restricted Share Unit (“RSU”) representing 40% of the value. Payouts under these awards are deferred over multiple years. For information on the terms of these awards, see “—Our compensation program—Incentive compensation program.” |

  109. Evaluating performance

    | HR Committee Perspective | Rationale | | Advantages of Balanced Approach | ∎ Enables holistic evaluation of performance ∎ Clear alignment with long-term value creation ∎ Ability to apply risk-based adjustments ∎ Strong governance oversight | | Limitations of Formula-Only | ∎ Over-rewards short-term or externally driven results ∎ Undervalues long-term strategic progress ∎ Limits flexibility to address emerging risks ∎ May misalign incentives with regulatory expectations |

  110. Evaluating performance

    | Stakeholder | Key Objective | HR Committee Response | | Shareholders | Sustainable long-term returns | Multi-metric review supports disciplined performance | | Regulators | Safe and sound banking practices | Structured oversight and risk adjustments | | Management | Execution of strategic goals | Balanced measures reward long-term progress |

  111. Evaluating performance

    | Category of Metric | Metrics Evaluated | | Capital, Risk and Expense Management | Tangible book value | | | CET1 ratio | | (measured against prior year and peer group) | Loans to deposits ratio | | | Net charge-offs to average loans | | | Allowance for loan and lease losses to total loans | | | Noninterest expense | | Business Growth | Average loan balances | | | Allowance for loan and lease losses | | (measured against prior year, current year budget and to the extent available, peer group) | Average interest-bearing deposits | | | Average noninterest-bearing deposits | | | Average total deposits | | | Average noninterest-bearing deposits mix | | | Rate paid on interest-bearing deposits | | | Assets under administration | | | Retail mortgage origination volume | | TSR | One-year | | (measured against peer group and the KBW banking index) | Three-year | | | Five-year | | | Ten-year |

  112. Evaluating performance

    We also adjust some of these metrics for certain events as described in more detail in the “—2025 performance and compensation decisions—2025 performance” section. Evaluating performance against strategic priorities, risk performance, talent management and succession planning. In addition to these metrics, the HR Committee regularly reviews PNC’s performance against its strategic priorities and meets with the Chief Risk Officer on a quarterly basis to review and discuss risk performance. The HR Committee also reviews the talent trends throughout our workforce quarterly, including talent recruitment, development, retention and employee engagement trends. In addition, as part of its Board-delegated duties, the HR Committee is responsible for regularly discussing succession planning and overseeing and evaluating succession plans for PNC’s senior executive management (other than the Chief Risk Officer, the General Auditor and their direct reports, which are handled by the Risk and Audit Committees respectively). Use of the term “peer group” in this CD&A. In evaluating performance and compensation outcomes, the HR Committee uses peer group comparisons for different purposes. Unless otherwise specified, references to the “peer group” (lowercase) throughout this CD&A refer to the Performance Peer Group used to evaluate PNC’s performance relative to comparable institutions. When the HR Committee refers to the broader group used for compensation benchmarking, this CD&A uses the defined term “Compensation Peer Group” (capitalized). The composition and rationale for each peer group are described below in the “Peer groups” section.

  113. Peer groups

    Peer groups To support more tailored performance evaluation and compensation benchmarking, the HR Committee uses two distinct peer groups. Rationale for use of separate performance and compensation peer groups. Historically, the HR Committee has selected a single peer group each year that was used to help measure relative performance, as well as to determine payouts under our long-term incentive awards and for general compensation comparisons. In prior years, given the limited number of banks comparable to PNC’s size, the HR Committee considered broader market data to better understand compensation practices in the financial services industry. Across multiple meetings in 2025, the HR Committee, in coordination with its independent compensation consultant, determined that there should be two peer groups:

  114. Peer groups

    | (1) a peer group for assessing the company’s performance relative to its peers (the “Performance Peer Group”); and |

  115. Peer groups

    | (2) a larger compensation peer group for benchmarking and compensation determinations (the “Compensation Peer Group”). |

  116. Peer groups

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  117. Peer groups

    The HR Committee concluded that establishing separate performance and compensation peer groups provides a clearer and more purpose-built framework for assessing PNC’s performance and executive compensation. A dedicated performance peer group allows benchmarking our results against companies most comparable to PNC’s business model and operating profile, while a broader compensation peer group better reflects the competitive market for senior executive talent. This structure improves transparency, expands the sample size used for compensation benchmarking to reduce volatility, and incorporates select financial services peers that more accurately reflect PNC’s experience in recruiting and retaining senior leaders.

  118. Performance Peer Group

    Performance Peer Group Consistent with prior years, the HR Committee reviewed the composition of the 2025 peer group with management and its independent compensation consultant and determined that the existing peer group provided an appropriate mix of institutions for measuring relative performance, taking into consideration PNC’s size and mix and scope of businesses, products, and services. Accordingly, the Performance Peer Group consists of the same companies that composed our 2024 peer group and includes the following 11 companies (with assets and market capitalization measured as of December 31, 2025 and revenue measured for the full year):

  119. Performance Peer Group

    | Performance Peer Group Company | Ticker Symbol | Peer | Assets (in billions) | Peer | Revenue (in billions) | Peer | Market Capitalization (in billions) | | Bank of America Corporation | BAC | JPM | $4,424.9 | JPM | $182.4 | JPM | $868.8 | | Capital One Financial Corporation | COF | BAC | $3,411.7 | BAC | $113.1 | BAC | $396.7 | | Citizens Financial Group, Inc. | CFG | WFC | $2,148.6 | WFC | $83.7 | WFC | $288.2 | | Fifth Third Bancorp | FITB | USB | $692.3 | COF | $53.4 | COF | $151.5 | | JPMorgan Chase & Co. | JPM | COF | $669.0 | USB | $28.5 | USB | $83.0 | | KeyCorp | KEY | PNC | $573.6 | PNC | $23.1 | PNC | $81.5 | | M&T Bank Corporation | MTB | TFC | $547.5 | TFC | $20.3 | TFC | $62.1 | | Regions Financial Corporation | RF | CFG | $226.4 | MTB | $9.7 | FITB | $31.0 | | Truist Financial Corporation | TFC | FITB | $214.4 | FITB | $9.0 | MTB | $30.6 | | U.S. Bancorp | USB | MTB | $213.5 | CFG | $8.2 | CFG | $25.1 | | Wells Fargo & Company | WFC | KEY | $184.4 | RF | $7.5 | RF | $23.5 | | | | RF | $158.8 | KEY | $7.5 | KEY | $22.8 |

  120. Performance Peer Group

    2026 Performance Peer Group. Following its annual review, the HR Committee approved two changes to the 2026 Performance Peer Group. Capital One Financial (“Capital One”) was removed due to its acquisition of Discover Financial Services, which further shifts its business mix toward credit card lending and away from PNC’s strategic and operating profile. As a result, the HR Committee determined that Capital One no longer represents an appropriate comparator for evaluating PNC’s performance. The HR Committee also approved the addition of Huntington Bancshares (“Huntington”), reflecting Huntington’s continued growth and expanding retail presence in markets where PNC competes. Huntington is a meaningful competitor for middle-market and commercial clients and is also included among the peers of several existing Performance Peer Group members, such that the HR Committee considered it an appropriate addition for 2026.

  121. Compensation Peer Group

    Compensation Peer Group The Compensation Peer Group includes the companies that comprise the Performance Peer Group, as well as 10 additional companies. In determining the Compensation Peer Group, the HR Committee reviewed factors such as asset size, revenue, market capitalization, regulatory categories, ownership structure, geographic scope and sub-industry (e.g., diversified banks, regional banks, consumer finance) of various financial institutions, excluding insurers, and considered the executive talent market in which PNC competes. After reviewing and discussing the proposed Compensation Peer Group with management and its independent compensation consultant, the HR Committee approved the Compensation Peer Group, as it believes that the companies included are generally most relevant as compensation benchmarking peers.

  122. Compensation Peer Group

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  123. Compensation Peer Group

    Within the Compensation Peer Group, PNC falls slightly above the median for asset size and at the median for revenue and market capitalization, as reflected in the table below (with assets and market capitalization measured as of December 31, 2025 and revenue measured for the full year):

  124. Compensation Peer Group

    | Compensation Peer Group Company | Ticker Symbol | Peer | Assets (in billions) | Peer | Revenue (in billions) | Peer | Market Capitalization (in billions) | | American Express Company | AXP | JPM | $4,424.9 | JPM | $182.4 | JPM | $868.8 | | Ameriprise Financial, Inc. | AMP | BAC | $3,411.7 | BAC | $113.1 | BAC | $396.7 | | Bank of America Corporation | BAC | C | $2,657.2 | C | $85.2 | WFC | $288.2 | | The Bank of New York Mellon Corporation | BK | WFC | $2,148.6 | WFC | $83.7 | MS | $281.0 | | Capital One Financial Corporation | COF | GS | $1,809.3 | AXP | $72.2 | GS | $260.6 | | The Charles Schwab Corporation | SCHW | MS | $1,420.3 | MS | $70.6 | AXP | $253.8 | | Citigroup Inc. | C | USB | $692.3 | GS | $58.3 | C | $203.9 | | Citizens Financial Group, Inc. | CFG | COF | $669.0 | COF | $53.4 | SCHW | $175.7 | | Fifth Third Bancorp | FITB | PNC | $573.6 | USB | $28.5 | COF | $151.5 | | The Goldman Sachs Group, Inc. | GS | TFC | $547.5 | SCHW | $23.9 | USB | $83.0 | | Huntington Bancshares Incorporated | HBAN | SCHW | $491.0 | PNC | $23.1 | PNC | $81.5 | | JPMorgan Chase & Co. | JPM | BK | $472.3 | TFC | $20.3 | BK | $79.9 | | KeyCorp | KEY | STT | $366.0 | BK | $20.1 | TFC | $62.1 | | M&T Bank Corporation | MTB | AXP | $300.1 | AMP | $18.2 | AMP | $44.8 | | Morgan Stanley | MS | CFG | $226.4 | STT | $13.9 | STT | $36.0 | | Northern Trust Corporation | NTRS | HBAN | $225.1 | MTB | $9.7 | FITB | $31.0 | | Regions Financial Corporation | RF | FITB | $214.4 | FITB | $9.0 | MTB | $30.6 | | State Street Corporation | STT | MTB | $213.5 | CFG | $8.2 | HBAN | $27.2 | | Truist Financial Corporation | TFC | AMP | $190.9 | HBAN | $8.2 | NTRS | $25.5 | | U.S. Bancorp | USB | KEY | $184.4 | NTRS | $8.1 | CFG | $25.1 | | Wells Fargo & Company | WFC | NTRS | $177.1 | RF | $7.5 | RF | $23.5 | | | | RF | $158.8 | KEY | $7.5 | KEY | $22.8 |

  125. Compensation Peer Group

    During the HR Committee’s transition to the use of two distinct peer groups in 2025, it relied on Aon’s Radford McLagan Compensation Database (“McLagan”) only as supplemental market context for certain executive roles. The McLagan data—which included 2024 actual total compensation—contains only one company not represented in either the Performance Peer Group or the Compensation Peer Group, which is Ally Financial.

  126. Incentive compensation program

    Incentive compensation program Determination of incentive compensation levels. As described above, the incentive compensation target awards include two components: (1) an annual incentive award payable in cash and (2) a long-term incentive award that is equity-based and granted in two different forms (PSUs and RSUs). Step 1: After the performance year ends, the HR Committee evaluates PNC’s aggregate performance for the year, as well as the individual performance of each NEO (with input from our CEO), and determines an incentive compensation amount to be awarded to each executive, expressed as a percentage of the total compensation target set at the beginning of the performance year. Step 2: Once the HR Committee determines the final incentive compensation amount, it is divided between the annual cash incentive and the long-term equity-based incentive. The long-term incentive award makes up at least 50% of the value of the total compensation awarded to the NEO. Long-term incentive awards (equity-based). The long-term incentive is equity-based and granted in the form of PSUs and RSUs. These awards, and all other equity-based awards, are granted by the HR Committee under PNC’s shareholder-approved 2016 Incentive Award Plan.

  127. Incentive compensation program

    | Name of Award | % of Long-Term Incentive Value | Vesting Schedule | Metrics | Payout Range (% of Target) | Stock or Cash Payout | | PSU | 60% | After three-year performance period ends | PNC’s return on equity (“ROE”), as adjusted, compared to performance targets | 0–150% | Stock | | | | | EPS growth, as adjusted, rank against our peer group | | | | RSU | 40% | Annual installments over three years | Time-based | 0–100% | Stock |

  128. Incentive compensation program

    PSUs. With respect to 2025 performance, in the first quarter of 2026, the HR Committee granted to our NEOs (excluding Mr. Parsley), PSUs that represent an opportunity to receive shares of PNC common stock. The payout is based on how PNC performs against two corporate performance metrics over a three-year performance period. Performance against these two metrics generates a percentage (the corporate performance factor). The award may be decreased if PNC fails to satisfy a risk performance metric or based on a discretionary risk performance review conducted by the HR Committee. After applying any risk-related performance adjustment (and if PNC satisfies the risk performance metric), the resulting percentage is applied to the number of target PSUs to determine the final number of units available for settlement. The PSUs have a maximum payout opportunity of 150% of target. Payout of any award under the PSUs also requires satisfaction of service requirements and other award conditions. Two corporate performance metrics. The two corporate performance metrics include an absolute metric (an internal PNC measurement against a target) and a relative metric (PNC performance against our peer group).

  129. Incentive compensation program

    | 2. | Relative metric – 3-year average EPS growth (as adjusted) compared to the 3-year average EPS growth of our peer group (as adjusted). We adjust EPS growth for the items described in the paragraphs following the table below. This EPS growth metric will be calculated for each year of the performance period. At the end of the three-year performance period, the annual EPS growth percentages will be averaged. PNC’s three-year average EPS growth will be compared to the three-year average of each member of our peer group to determine our percentile rank. |

  130. Incentive compensation program

    The chart below shows the corporate performance metrics for the 2026 PSU grants (the corporate performance metrics for the 2025 grants were disclosed in last year’s proxy statement). For the 2026 PSU grants, the HR Committee increased the ROE performance goals. The three-year average ROE maximum level increased to 13.50% from 13.00%, the target level increased from 11.00% to 11.50%, and the threshold level increased to 9.00% from 8.50% as compared to the prior year PSU awards. In approving this grid, the HR Committee considered the overall economic environment, PNC’s risk appetite as well as an analysis of PNC’s cost of capital and a multi-year pro forma analysis of ROE.

  131. Incentive compensation program

    | | 2026 PSU Award (2026-2028 Performance Period) | Three-year average EPS growth, as adjusted (relative) | | | | | | PNC percentile rank (25th percentile or below) | PNC percentile rank (50th percentile) | PNC percentile rank (75th percentile or above) | | Three-year average ROE, as adjusted (absolute) | 13.50% | 100.0% | 125.0% | 150.0% | | | 12.50% | 87.5% | 112.5% | 137.5% | | | 11.50% | 75.0% | 100.0% | 125.0% | | | 10.50% | 62.5% | 87.5% | 100.0% | | | 9.0% | 50.0% | 75.0% | 87.5% | | | Below | 0.0% | 25.0% | 50.0% |

  132. Incentive compensation program

    | ∎ | Other adjustments: Adjustments will also be made on an after-tax basis for the impact to PNC and the companies in our peer group, as appropriate, of items resulting from changes in federal tax law, discontinued operations (as such term is used under GAAP), and any acquisition costs and merger integration costs. |

  133. Incentive compensation program

    HR Committee’s limited discretionary ability under PSUs. Under the terms of the PSUs, the HR Committee has limited discretion to adjust the final payout. The HR Committee may increase or decrease the size of the final payout to maintain the intended economics of the award if circumstances change. These circumstances include external events affecting PNC or members of its peer group or its financial statements that are outside of PNC’s control and not reasonably anticipated. Further, in evaluating the corporate performance metrics, after applying the specific adjustments discussed above, the HR Committee may also consider other unusual or nonrecurring adjustments (applied on a consistent basis) in determining the final award payout percentage. RSUs. With respect to 2025 performance, in early 2026 the HR Committee also granted to our NEOs (excluding Mr. Parsley), RSUs that represent an opportunity to receive shares of PNC common stock. The RSUs vest pro rata over three years, with each of the three annual installments (tranches) vesting on the anniversary of the grant date (or if later, the date the HR Committee determines that all risk conditions have been satisfied). Vesting also requires satisfaction of service requirements and other award conditions. Risk-related metrics applicable to both PSUs and RSUs. All our long-term incentive awards include provisions that can reduce payouts for poor risk performance as follows: Objective risk-based performance metric. All long-term incentive awards are subject to risk-based performance reviews. The primary risk-based metric measured as part of this review is the Basel III CET1 ratio. At the end of the performance year, PNC’s minimum required CET1 ratio was 7.0%.

  134. Incentive compensation program

    | ∎ | Impact of risk-based performance metric under PSUs: For each year during the three-year performance period that PNC fails to meet the CET1 ratio, one-third of the target number of PSUs granted will be eligible for forfeiture. After the three-year performance period ends, the HR Committee will conduct a final performance review and may reduce the number of units available for payout if PNC did not meet the CET1 ratio for one or more years during the performance period. |

  135. Incentive compensation program

    | ∎ | Impact of risk-based performance metric under RSUs: Each RSU tranche is subject to the same risk-related performance metric that will be applied to the PSUs. After the year ends, the HR Committee will conduct a risk-based performance review and may either cancel all shares or decrease the number of shares available for payout under the applicable RSU tranche if PNC did not meet the CET1 ratio as of the end of the most recent year before the vesting date of that tranche. |

  136. Incentive compensation program

    Subjective risk-based performance review. In addition, and independent from the evaluation of the CET1 ratio, the HR Committee may conduct another risk performance review for the PSUs and the RSUs. This discretionary review would generally occur in connection with a risk-related action of potentially material consequence to PNC. If the HR Committee exercises its discretion to conduct a risk performance review, the HR Committee will review and determine if a reduction to the corporate performance factor for risk performance is appropriate for the PSUs or if a reduction for risk performance is appropriate for the applicable RSU tranche. Dividend equivalent payments. Both the PSUs and the RSUs will accrue cash dividend equivalents during their respective performance periods. For the PSUs, the accrued dividend equivalents will be adjusted by the same percentage as the target PSUs at the time of payout and will then be paid out in cash. For the RSUs, the accrued dividend equivalents with respect to a tranche will pay out in cash at the same time, and will be adjusted by the same payout percentage, as the RSUs to which they relate.

  137. Other compensation and benefits

    Other compensation and benefits In addition to the components included in the total compensation target outlined above, our executive compensation program also includes limited perquisites (to increase efficiency and focus on our business), change of control arrangements (for continuity of management in connection with a potential change of control), an executive severance plan (for consistent severance protections) and health and retirement plans (to promote health and wellness and post-retirement financial security). More information on perquisites can be found in the “—Compensation policies and practices—Limiting perquisites” section of this CD&A. For a detailed discussion on change of control agreements, see “Change in Control and Termination of Employment—Change of control agreements” in this proxy statement.

  138. 2025 targets

    The HR Committee establishes total compensation targets for our NEOs after reviewing market data with Meridian, its independent compensation consultant, and members of management. Total compensation targets are generally aligned with market, as adjusted for PNC’s total assets, though the HR Committee also considers the NEO’s experience and performance as well as internal equity. Following consultation with Meridian and members of management, the HR Committee increased the total compensation targets for Mr. Demchak (from $20,000,000 in 2024 to $25,000,000 in 2025), Mr. Reilly (from $6,700,000 in 2024 to $7,500,000 in 2025), Ms. Guild (from $4,000,000 in 2024 to $6,500,000 in 2025) and Mr. Overstrom (from $4,500,000 in 2024 to $6,500,000 in 2025). The HR Committee increased Messrs. Demchak, Reilly and Overstrom and Ms. Guild’s total compensation target based on their performance, demonstrated ability to execute against our strategic objectives as well as the market data for similarly situated positions. The total compensation targets for the 2025 compensation year remained unchanged from the prior year for Mr. Parsley. In connection with the commencement of his employment with PNC, the HR Committee approved one-time cash and equity awards as part of Mr. Wiedman’s initial compensation. These awards included a $1,000,000 cash signing bonus, subject to repayment if Mr. Wiedman voluntarily terminates employment within two years, and a one-time equity award with an aggregate grant date value of $5,200,000, consisting of time-vested and performance-based restricted stock units with terms consistent with those applicable to our other NEOs. The cash bonus was intended to facilitate Mr. Wiedman’s transition to PNC, while the equity awards were designed to provide meaningful ownership, promote immediate alignment with shareholder interests and reflect market practices. Additional details are provided in the “Summary Compensation Table” and “Grants of Plan-Based Awards in Fiscal 2025” tables that follow this CD&A.

  139. 2025 performance

    | Financial performance metrics | 2025 results | 2025 budget | 2024 results | 2025 results vs. 2025 budget | 2025 results vs. 2024 results | | Net interest income (in millions) | $14,410 | $14,375 | $13,499 | +0.24% | +6.75% | | Noninterest income (in millions) | $8,689 | $8,429 | $8,056 | +3.08% | +7.86% | | Diluted EPS* | $16.66 | $15.05 | $13.24 | +10.70% | +25.83% | | Diluted EPS (excluding FDIC special assessment)*(1) | $16.66 | $15.05 | $13.46 | +10.70% | +23.77% | | ROE* | 12.30% | 11.17% | 10.94% | +10.12% | +12.43% | | ROE (excluding FDIC special assessment)*(1) | 12.30% | 11.17% | 11.10% | +10.12% | +10.81% | | ROA* | 1.24% | 1.14% | 1.02% | +8.77% | +21.57% | | Risk-adjusted efficiency ratio*(2) | 63.1% | 65.5% | 67.6% | +3.6% | +6.6% | | Risk-adjusted efficiency ratio (excluding FDIC special assessment)*(1)(2) | 63.1% | 65.5% | 67.1% | +3.6% | +5.9% | | Other key performance metrics | 2025 results | | 2024 results | | | | Net income (in millions) | $6,997 | | $5,953 | | | | Tangible book value per share** (non-GAAP) | $112.51 | | $95.33 | | | | Annual total shareholder return | 12.2% | | 29.4% | | | | CET1 ratio | 10.6% | | 10.5% | | |

  140. 2025 incentive compensation decisions

    | | William S. Demchak | Robert Q. Reilly | Mark Wiedman | Deborah Guild | Alexander E. C. Overstrom | E William Parsley, III (1) | | Incentive compensation target for 2025 | $23,700,000 | $6,800,000 | $7,350,000 | $5,900,000 | $5,800,000 | $7,800,000 | | Incentive compensation awarded for 2025 performance | $33,700,000 | $9,300,000 | $10,225,000 | $6,250,000 | $6,300,000 | n/a | | Annual cash incentive portion | $9,200,000 | $3,300,000 | $3,237,500 | $2,825,000 | $2,100,000 | n/a | | Long-term equity incentive portion | $24,500,000 | $6,000,000 | $6,987,500 | $3,425,000 | $4,200,000 | n/a | | Incentive compensation disclosed in the Summary compensation table(2) | $26,700,184 | $7,800,070 | $8,437,590 | $5,825,176 | $5,100,176 | $5,355,213 | | Annual cash incentive portion (2025 performance) | $9,200,000 | $3,300,000 | $3,237,500 | $2,825,000 | $2,100,000 | n/a | | Long-term equity incentive portion (2024 performance)(3) | $17,500,184 | $4,500,070 | $5,200,090 | $3,000,176 | $3,000,176 | $5,355,213 |

  141. 2025 incentive compensation decisions

    | (2) Under SEC regulations, the incentive compensation amounts disclosed in the Summary compensation table include the annual cash incentive award paid in 2026 for 2025 performance (the “Non-Equity Incentive Plan Compensation” column) and the long-term equity-based incentive award granted in 2025 for 2024 performance (the “Stock Awards” column). |

  142. 2025 incentive compensation decisions

    | (3) Mr. Wiedman was granted long-term equity incentive on April 17, 2025 in connection with his appointment as President. All other NEOs were granted long-term equity incentive on February 14, 2025 relating to 2024 performance. |

  143. 2025 incentive compensation decisions

    2025 NEO pay mix. Consistent with our program, the HR Committee decided to award 70% of the CEO’s overall pay mix in the form of long-term incentive compensation and 30% of his overall pay mix in cash compensation. When applying this mix to the CEO’s variable incentive compensation (i.e., excluding base salary), this same ratio translates to approximately 75% of the CEO’s incentive compensation awarded in the form of long-term incentive compensation and approximately 25% awarded in annual cash incentive compensation. For the NEOs, the HR Committee determined that long-term incentive compensation would comprise 65% of Mr. Weidman’s pay mix, 60% of Mr. Reilly’s and Mr. Overstrom’s pay mix, and 50% of Ms. Guild’s pay mix, with the remaining portions delivered in cash compensation. Mr. Parsley was not eligible for incentive compensation for 2025 because his employment with PNC terminated effective December 31, 2025, prior to the HR Committee’s grant of incentive awards. The chart below illustrates how the total compensation pay mix percentage translates to the total incentive compensation pay mix percentage for each NEO.

  144. 2025 incentive compensation decisions

    | | | William S. Demchak | Robert Q. Reilly | Mark Wiedman | Deborah Guild | Alexander E. C. Overstrom | E William Parsley, III | | Total compensation mix: | Long-term incentive | 70% | 60% | 65% | 50% | 60% | n/a | | | Cash compensation* | 30% | 40% | 35% | 50% | 40% | n/a | | Total incentive compensation mix: | Long-term incentive | 73% | 65% | 68% | 55% | 67% | n/a | | | Annual cash incentive | 27% | 35% | 32% | 45% | 33% | n/a |

  145. 2025 incentive compensation decisions

    | * Includes salary and annual cash incentive |

  146. 2025 CEO incentive compensation decision

    Peer-leading financial growth. The HR Committee also evaluated performance against peer growth benchmarks. Adjusted return on equity (ROE) was 12.30%, the second highest in the peer group. Tangible book value ended the year at $112.51 per common share, an 18% increase and a top-quartile result for both adjusted diluted EPS growth and tangible book value growth among peers. Efficient costs, stronger operations. Under Mr. Demchak’s leadership, PNC continued to manage expenses effectively. Noninterest expense increased just 2%, producing 5% positive operating leverage. Efficiency also improved meaningfully: the risk-adjusted efficiency ratio strengthened to 63.1%, compared with 67.6% in 2024, ranking third in the peer group. Strong revenue growth and credit quality. PPNR increased to a record $9.3 billion, up from $8.0 billion in 2024, underscoring broad-based growth and robust performance across the franchise. PNC’s overall credit quality was strong, demonstrating the Company’s disciplined approach to growing loans and managing credit risk. During 2025, net loan charge-offs to average loans decreased to 0.23% and remained the lowest in the peer group. The HR Committee viewed these results as a clear indication of Mr. Demchak’s effective leadership in driving sustainable performance, operational discipline, and long-term value creation for shareholders. PNC effectively positioned for future growth. The HR Committee also assessed Mr. Demchak’s performance in strengthening PNC’s balance sheet and positioning the Company for long-term growth opportunities. The Company ended 2025 with a CET1 ratio of 10.6%, up from 10.5% at year-end 2024, supported by organic capital generation and improved AOCI. Tangible book value growth further reflected PNC’s strong capital and liquidity position and sound credit metrics. Strategic leadership driving national expansion. Mr. Demchak continued to advance PNC’s national expansion strategy through disciplined execution across physical, digital, and infrastructure investments. This included successfully closing the FirstBank acquisition in early 2026, expanding PNC’s footprint in key growth markets, and guiding the organization to record net interest income, fee revenue, and client growth in 2025. He also oversaw major strategic initiatives to support national scale, including the $2 billion branch expansion commitment and significant progress on core technology and digital

  147. 2025 NEO incentive compensation decisions

    2025 NEO incentive compensation decisions As described above and in the following sections, the HR Committee determined that it was appropriate to award incentive compensation that was above the target amount for each NEO (excluding Mr. Parsley) based on overall PNC performance and individual performance. In addition to the 2025 PNC performance considerations described previously in the “2025 performance overview,” the HR Committee also reviewed each NEO’s performance with the CEO and considered specific individual achievements, as described in the paragraphs below. The sections below set out the key achievements of each NEO during 2025. The charts below (and for the CEO’s pay above) show the base salary for 2025 for each executive and the annual cash and long-term equity-based incentives awarded in 2026 (for 2025 performance). The dark gray and orange portions of each circle show the amount of total compensation that is at-risk and not guaranteed. While Mr. Parsley received his $700,000 annual base salary during 2025, his 2025 compensation is not included in the charts below since he did not receive any annual cash or long-term incentive awards for his 2025 performance. Based on the elimination of his position following a planned reorganization of certain operating functions, Mr. Parsley received severance benefits under PNC’s HR Committee-approved severance plan, which is described in “Adoption of executive severance plan” in this CD&A and which benefit amounts are outlined in more detail in the Summary compensation table.

  148. 2025 NEO incentive compensation decisions

    | Robert Q. Reilly Executive Vice President and Chief Financial Officer | | | ∎ As one of the longest-tenured CFOs in the peer group, Mr. Reilly continued to provide consistent, transparent financial leadership and investor communications, reinforcing market confidence in PNC’s strategy, financial discipline, and long-term value creation. ∎ During 2025, Mr. Reilly assumed expanded oversight responsibilities as part of the planned reorganization associated with the Chief Operating Officer transition, with certain operating functions absorbed by the CFO line of business. ∎ Mr. Reilly delivered strong profitability and earnings execution in 2025, generating record PPNR of $9.3 billion and net income of $7.0 billion, resulting in record diluted EPS of $16.59. These results were achieved while delivering positive operating leverage of 5%, reflecting disciplined expense management and effective resource allocation. ∎ Mr. Reilly maintained PNC’s strong capital position throughout 2025, ending the year with a Common Equity Tier 1 (CET1) capital ratio of 10.6%, supporting balance sheet strength, financial flexibility, and the Company’s long-term strategic objectives. | |

  149. Executive Vice President and Head of Technology

    | ∎ | During 2025, Ms. Guild advanced PNC’s long-term technology strategy by strengthening the infrastructure and innovation required to support national scale and deliver sustained value. | | | ∎ | Ms. Guild oversaw key digital platform milestones, including the successful transition to PNC’s new online banking experience, the launch of cryptocurrency capabilities ahead of peers, and continued modernization of the retail lending platform. | | | ∎ | Ms. Guild progressed PNC’s multi-year infrastructure and payments modernization agenda by expanding the multi-rail payments ecosystem toward top-tier performance. She also advanced the national data center strategy, with construction of a new Eastern facility well underway and a new Midwestern hosting site secured. | | | ∎ | Ms. Guild further strengthened enterprise productivity and security through deployment of generative AI platforms and AI-powered search tools, Ms. Guild maintained top cybersecurity performance among peers, rolled out password-free authentication and accelerated remediation timelines to 50% faster than peers. | |

  150. Executive Vice President and Head of Retail Banking

    | ∎ | Mr. Overstrom delivered record business results through strong execution of the long-term retail strategy, including acquiring deposits, gaining primacy, and deepening consumer and small business relationships—culminating in the highest number of new checking accounts ever opened. | | | ∎ | Mr. Overstrom achieved all-time highs across key businesses, including $91 billion in client assets in the rebranded PNC Wealth Management business and record debit and credit card transaction volumes. | | | ∎ | In addition to advancing PNC’s physical distribution strategy by building 26 new branches and renovating 170 locations, Mr. Overstrom announced a $2 billion, five-year branch network expansion plan that will add more than 300 new branches. | | | ∎ | Mr. Overstrom led the successful migration of 11.5 million clients to PNC’s new online banking platform and grew mobile app users by nearly 8% year over year, while also overseeing digital enhancements such as new digital investing tools and the addition of direct-deposit switch capabilities within the mobile app. | |

  151. Prior long-term incentive awards

    Prior long-term incentive awards At meetings held on January 27 and February 12, 2026, the HR Committee also approved payouts from the 2023 and 2024 awards that had previously been granted to each of our NEOs other than Mr. Wiedman, who was not employed by PNC at the time such awards were granted. At the same time, the HR Committee also approved payouts from the 2025 awards for all NEOs, including Mr. Wiedman, who received both types of awards in connection with his hiring, but with an April grant date instead of a February grant date. (See specific grant information in the “Grants of plan-based awards for fiscal 2025” table that follows this CD&A.) Because Mr. Parsley was retirement-eligible at the time of his separation, he remains eligible for continued vesting in his prior long-term incentive awards, subject to his continued compliance with the terms and conditions of those awards. The HR Committee evaluated performance and risk-based metrics for the outstanding long-term incentive awards that vested based on performance for the period ended December 31, 2025. The HR Committee approved a payout for each award in accordance with the terms and conditions of the applicable award agreement.

  152. Prior long-term incentive awards

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  153. Prior long-term incentive awards

    | Grant Year | Type of Award | Grantees | Performance Period | Payout | Form of Payment | | 2023 | Restricted Share Units | All NEOs (other than Mr. Wiedman) | 2023–2025 | 100% vested (2025 Tranche) | Paid in stock | | 2024 | | All NEOs (other than Mr. Wiedman) | 2024–2026 | | | | 2025 | | All NEOs* | 2025–2027 | | | | 2023 | Performance Share Units | All NEOs (other than Mr. Wiedman) | 2023–2025 | 119.57% | Paid in stock | | 2024 | | All NEOs (other than Mr. Wiedman) | 2024–2026 | Not applicable (three-year performance period not completed) | Not applicable | | 2025 | | All NEOs* | 2025–2027 | | |

  154. Prior long-term incentive awards

    | * In connection with his April 2025 hire date, Mr. Wiedman received a one-time grant of both RSU and PSU awards. These awards have an April vesting date instead of a mid-February vesting date typical of PNC’s annual long-term incentive awards. |

  155. Prior long-term incentive awards

    RSUs. The RSUs vest in annual installments over three years. At a meeting held on January 27, 2026, the HR Committee determined that the risk-based performance criteria had been satisfied for the 2025 tranche of each of the outstanding RSU grants awarded to the NEOs in 2023, 2024 and 2025, and those tranches vested 100%. PSUs. The PSUs vest based on performance over a three-year period. At a meeting held on February 12, 2026, the HR Committee determined that the PSU grants awarded to each NEO in 2023 had vested and that the risk performance criteria had been satisfied. The HR Committee approved a payout of 119.57% for the 2023 PSU award for all eligible NEOs. The 2023 PSU awards have the same material terms and conditions as the 2024 and 2025 PSUs. The HR Committee reviews PNC’s ROE and EPS growth for each year of the three-year performance period. Under the terms of the 2023 PSU awards, we adjust these two metrics, as appropriate, for certain items, including discontinued operations (under GAAP), acquisition costs and merger integration costs, and changes in U.S. federal tax law. Once the three-year performance period ends, we take the average of each metric over the performance period to determine an overall corporate performance factor. We compare our average annual ROE to previously disclosed performance targets and compare our average year-over-year EPS growth to our peer group, consistent with the grid below:

  156. Prior long-term incentive awards

    | | 2023 PSU Award (2023-2025 Performance Period) | Three-year average EPS growth, as adjusted (relative) | | | | | | PNC percentile rank (25th percentile or below) | PNC percentile rank (50th percentile) | PNC percentile rank (75th percentile or above) | | Three-year average ROE, as adjusted (absolute) | 13.00% | 100.0% | 125.0% | 150.0% | | | 12.25% | 87.5% | 112.5% | 137.5% | | | 11.25% | 75.0% | 100.0% | 125.0% | | | 10.25% | 62.5% | 87.5% | 100.0% | | | 8.00% | 50.0% | 75.0% | 87.5% | | | Below | 0.0% | 25.0% | 50.0% |

  157. Prior long-term incentive awards

    Limited discretion under 2023 PSU award. The limited discretionary provisions of the 2023 PSU are the same as the provisions described earlier relating to the 2026 PSU awards: The HR Committee may consider other unusual or nonrecurring adjustments in determining the corporate performance factor and final payout percentage. In addition, the HR Committee may reduce or increase the payout under the award to maintain the intended economics of the award in light of changed circumstances—meaning external events affecting PNC, its financial statements or members of its peer group that are substantially outside of PNC’s control and could not reasonably be planned for as of the grant date. Consistent with adjustments made to the 2022 PSUs (as disclosed in last year’s CD&A), the HR Committee considered the impact of the FDIC’s special assessments for the 2023 and 2024 performance years (as described in more detail in last year’s CD&A). PNC elected not to adjust for the FDIC special assessment for 2025. In evaluating ROE and EPS growth for the payout determination, the HR Committee adjusted expenses to remove this unusual, nonrecurring item for both PNC and its peers. After applying this adjustment, the final payout percentage was 119.57%. Without this adjustment, the formulaic final payout percentage for the 2023 PSUs was 115.59%.

  158. Prior long-term incentive awards

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  159. Independent compensation consultant

    Independent compensation consultant The HR Committee retains Meridian Compensation Partners, LLC as its independent compensation consultant. For a discussion of this relationship and the considerations the HR Committee takes into account when determining independence, see the discussion under the heading “Managing with integrity—Compensation decisions—Roles of executive officers and consultants.”

  160. Adoption of executive severance plan

    Adoption of executive severance plan On March 21, 2025, the HR Committee adopted the Executive Severance Plan, which provides defined severance benefits to selected executives, including our NEOs, in the event of an involuntary termination without Cause or a resignation for Good Reason outside of a change in control. Benefits generally include 52 weeks of base-salary continuation, a prorated target annual incentive award, continued vesting of certain pre-February 1, 2025 annual equity awards for NEOs not otherwise retirement-eligible, 70% COBRA premium subsidies for up to 52 weeks, and transition support, subject to a release of claims and other conditions. The Executive Severance Plan requires a 60-day notice period for resignations and does not modify existing change-in-control agreements.

  161. Approval of severance agreements

    Approval of severance agreements We have a Board-approved policy regarding shareholder approval of future severance arrangements. Under this policy, PNC will not enter into an arrangement with an executive officer that provides for additional severance benefits in an amount exceeding 2.99 times the sum of the executive officer’s annual base salary and target bonus for the year of termination, unless the future severance arrangement is approved by the affirmative vote of a majority of votes cast by shareholders on the matter. The Board retains the right to amend, terminate or waive the policy and will promptly disclose any such change. We have made this policy available in the Governance Documents section of www.pnc.com/corporategovernance. None of our change of control agreements contain any excise tax “gross-up” provisions. For a more detailed discussion on change of control agreements, see “Change of Control and Termination of Employment — Change of control agreements” in this proxy statement.

  162. Glossary of performance metrics

    Glossary of performance metrics This glossary describes some of the performance metrics that the HR Committee may use to evaluate performance and make compensation decisions.

  163. Glossary of performance metrics

    | Capital and risk metrics | | | Capital ratios | Bank regulators have established risk-based and leverage capital ratios to evaluate our capital adequacy and financial strength. The regulatory capital rules establish certain minimum requirements for these ratios, as well as a capital conservation buffer requirement, in order to avoid limitations on capital distributions and certain discretionary incentive compensation payments. For the four-quarter period beginning Oct. 1, 2025, PNC and its banking subsidiary, PNC Bank, National Association, must maintain a common equity Tier 1 capital ratio of at least 7.0%, which is the regulatory minimum. PNC currently exceeds all required regulatory capital ratios. | | Expense metrics | | | Efficiency ratio | The efficiency ratio is a measure of how effectively a company is utilizing the resources generated by operations during the year. The ratio divides noninterest expense (such as compensation and benefits, occupancy costs, equipment and marketing) by revenue. Consequently, a lower efficiency ratio is an indication that resources are being used more effectively. A bank’s efficiency ratio will be affected by its particular business model. We calculate risk-adjusted efficiency ratio by adding our net charge-offs incurred during the year to our noninterest expense, which helps to show the quality of our overall credit decisions, as net charge-offs represent the actual credit losses that we incur. | | Profitability metrics | | | Earnings per share (EPS) and EPS growth | EPS is a common metric used by investors to evaluate the profitability of a company. It shows the earnings (net income) attributable to common shareholders we make on each outstanding share of common stock. While EPS represents a specific dollar amount, EPS growth represents the percentage change in EPS over the previous year. EPS growth helps us to compare our annual earnings strength to our peer group. | | Return on assets (ROA) | ROA is our full-year net income divided by our full-year average assets and represents how efficiently we use assets to generate net income. Loans and investment securities comprise the largest components of assets. | | Return on equity (ROE) | Return on equity measures profitability by showing how much profit we generate (net income) with the money our shareholders have invested (equity). Return on equity is calculated as full-year net income divided by average total equity. | | Revenue metrics | | | Net interest income | Net interest income measures interest income (such as the revenue generated from lending and investment securities) less all interest expenses (such as interest paid on deposits and borrowings). It is a good bank performance indicator as it measures how effectively a bank has deployed its funding sources. | | Noninterest income | Noninterest income measures the fees and other revenue we derive from our businesses (other than interest income). A healthy mix of net interest income and noninterest income provides diverse earnings streams and lessens a bank’s reliance on the interest rate environment. | | Valuation metrics | | | Tangible book value per share | This financial measure takes our total tangible common shareholders’ equity (it excludes intangible assets such as goodwill) and divides that by the number of shares outstanding. This provides investors with an objective valuation method and allows them to compare relative values of similar companies. | | Total shareholder return (TSR) | TSR is a common metric used to show the total returns to an investor in our common stock over a measurement period. The TSR considers the change in stock price from the beginning of the measurement period, as well as the reinvestment of any dividends paid during the measurement period. |

  164. Glossary of performance metrics

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  165. Incentive Plan

    Incentive Plan

  166. Long-Term Incentive

    Long-Term Incentive

  167. Adjustment Policy

    Our compensation program for executive-level employees and senior leaders is designed to encourage management of risk according to our risk appetite and discourage inappropriate risk taking through a diverse portfolio of incentive compensation awards that is intended to reward desired behavior over time. Specifically, we balance our portfolio of awards between fixed and variable compensation; cash and equity-based compensation; and annual and long-term compensation. Award determinations are based on the HR Committee’s assessment of a variety of quantitative and qualitative performance measurements, on both an absolute and relative basis. We also permit the exercise of discretion in compensation decisions to consider other factors, such as effective risk management, delivering a superior customer experience, compliance with controls and ethical duties, commitment to fostering inclusion and developing the best talent, competition for top talent, market-based pay levels and the need to attract and engage our leaders. Further, equity-based grants to our NEOs and certain other executives under our long-term incentive program incorporate the CET1 ratio as a risk-based performance metric. Payouts under those grants could be forfeited if we do not meet the CET1 ratio, as described in “Compensation discussion and analysis—Our compensation program—Incentive compensation program” in this proxy statement. We also have a broad-based clawback and incentive compensation adjustment policy and require NEOs to hold a significant portion of their assets in the form of PNC common stock, as described in “Compensation discussion and analysis—Compensation practices” in this proxy statement. Our equity compensation program for approximately 155 senior leaders below the executive level is designed to ensure their incentive compensation awards reflect risk-adjusted performance outcomes and pay out, if at all, over a three-year period. These senior leaders receive a portion of their incentive compensation in an equity-based grant that is subject to the same enterprise-wide risk-based review trigger based on the CET1 ratio that applies to the equity-based grants made to our NEOs. For senior leaders in the lines of business (as opposed to those in support areas), their equity awards incorporate an additional, business-specific risk-based review trigger. In the event a risk-based review is triggered, the applicable review committee would determine whether a downward adjustment is warranted, up to a complete cancellation of the share units in that year’s tranche. All employees have performance goals tied to business and individual performance, but each employee, no matter their role at PNC, also has customer focus and risk management goals. We evaluate employee performance against those goals in addition to considering risk outcomes from actions taken in prior years. We incorporate this comprehensive evaluation of employee risk management into our performance and incentive compensation decisions. In addition, all employees are encouraged to collaborate across groups to identify and mitigate risks and elevate and address identified issues or concerns.

  168. Equity grant timing

    Equity grant timing Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information (MNPI). While we do not currently grant new awards of stock options, stock appreciation rights (“SARs”), or similar option-like instruments, the HR Committee maintains and adheres to a written procedure (the “Grant Procedure”) that provides, among other things, that the grant date for any option or SAR will be the first date to occur following the HR Committee’s grant decision regarding the option or SAR that is either: (i) the second business day after the public announcement of quarterly (including year-end) earnings by PNC; or (ii) the date of the meeting of the HR Committee at which the HR Committee’s executive compensation decisions for the prior performance year are approved. Additionally, our Grant Procedure provides that the grant date for equity awards (other than options and SARs) to executives will be the date that the HR Committee makes the grant decision, or such other date thereafter as determined and approved by the HR Committee. The Grant Procedure also provides that, to the extent practicable, annual equity grants (other than options and SARs) to executives should have the same grant date. As a result, the HR Committee has historically granted such awards on a pre-determined annual schedule. While our Grant Procedure is designed to encourage consistency in practice, it is not intended to and does not limit the authority of the HR Committee under our equity incentive plans, including the 2016 Incentive Award Plan.

  169. Equity grant timing

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  170. Summary compensation table

    Summary compensation table

  171. Summary compensation table

    | | | | | Stock Awards(c) ($) | | | | Change in Pension Value & Nonqualified Deferred Compensation Earnings(e) ($) | | | | Name & Principal Position | Year | Salary(a) ($) | Bonus(b) ($) | Annual Stock Award ($) | Other Stock Award ($) | Total Stock Awards ($) | Non-Equity Incentive Plan Compensation(d) ($) | | All Other Compensation(f) ($) | Total ($) | | William S. Demchak Chairman and CEO | 2025 | 1,300,000 | — | 17,500,184 | — | 17,500,184 | 9,200,000 | 1,332,676 | 170,221 | 29,503,081 | | | 2024 | 1,294,615 | — | 13,090,041 | — | 13,090,041 | 6,200,000 | 950,809 | 817,320 | 22,352,785 | | | 2023 | 1,200,000 | — | 12,750,115 | — | 12,750,115 | 4,410,000 | 792,588 | 797,603 | 19,950,306 | | Robert Q. Reilly Exec. VP and CFO | 2025 | 700,000 | — | 4,500,070 | — | 4,500,070 | 3,300,000 | 619,230 | 46,117 | 9,165,417 | | | 2024 | 700,000 | — | 2,887,690 | — | 2,887,690 | 2,300,000 | 406,947 | 53,367 | 6,348,004 | | | 2023 | 700,000 | — | 2,750,146 | — | 2,750,146 | 2,187,500 | 455,897 | 45,317 | 6,138,860 | | Mark Wiedman* President | 2025 | 511,539 | 1,000,000 | 5,200,090 | — | 5,200,090 | 3,237,500 | 2,898 | 73,320 | 10,025,347 | | Deborah Guild Exec. VP, Head of Technology | 2025 | 600,000 | — | 3,000,176 | — | 3,000,176 | 2,825,000 | 36,509 | 23,477 | 6,485,162 | | | 2024 | 600,000 | — | 2,000,098 | — | 2,000,098 | 2,400,000 | 30,911 | 46,181 | 5,077,190 | | | 2023 | 584,615 | — | 1,875,064 | 2,000,123 | 3,875,187 | 1,400,000 | 26,955 | 22,343 | 5,909,100 | | Alexander E. C. Overstrom** Exec. VP, Head of Retail Banking | 2025 | 700,000 | — | 3,000,176 | — | 3,000,176 | 2,100,000 | 36,334 | 40,120 | 5,876,630 | | | 2024 | 690,000 | — | 2,100,124 | — | 2,100,124 | 2,300,000 | 26,854 | 31,736 | 5,148,714 | | E William Parsley, III*** Former Exec. VP and COO | 2025 | 700,000 | — | 5,355,213 | — | 5,355,213 | — | 272,939 | 2,181,143 | 8,509,295 | | | 2024 | 700,000 | — | 5,100,196 | — | 5,100,196 | 2,870,000 | 187,123 | 23,700 | 8,881,019 | | | 2023 | 700,000 | — | 5,100,109 | — | 5,100,109 | 2,700,000 | 198,119 | 23,161 | 8,721,389 |

  172. Summary compensation table

    *Mr. Wiedman joined PNC as President in April 2025; he was not an NEO in 2024 or 2023. **Mr. Overstrom was not an NEO in 2023. ***In connection with a planned reorganization of certain operating functions, Mr. Parsley ceased serving as an executive officer of PNC effective July 1, 2025. Mr. Parsley served in the role of Executive Advisor from July 1 until termination of his employment effective December 31, 2025.

  173. Summary compensation table

    | (a) This column includes any salary amounts deferred by an NEO under qualified (ISP) or non-qualified (DCIP) benefit plans. We describe these plans under “—Non-qualified deferred compensation in fiscal 2025.” See the Non-qualified deferred compensation in fiscal 2025 table in this proxy statement for the aggregate deferrals during 2025. |

  174. Summary compensation table

    | (b) For Mr. Wiedman, this column reflects his cash sign-on bonus. |

  175. Summary compensation table

    | (c) For 2025, this column includes the grant date fair value of annual equity awards (whole shares only) calculated in accordance with FASB ASC Topic 718. |

  176. Summary compensation table

    | Annual equity awards, consisting of PSUs and RSUs, were granted to each NEO other than Mr. Wiedman on February 14, 2025, based on performance and compensation determinations by the HR Committee for the most recently completed fiscal year. The grant date fair value of each PSU and RSU award is calculated using the target number of units underlying the award and a per share value based on the NYSE closing price of our common stock on the date of grant of $193.91. |

  177. Summary compensation table

    | Mr. Wiedman was granted an annual equity award, consisting of PSUs and RSUs, on April 17, 2025 in connection with his appointment as President. The grant date fair value of Mr. Wiedman’s PSU and RSU awards is calculated using the target number of units underlying the award and a per share value based on the NYSE closing price of our common stock on the date of grant of $152.33. |

  178. Summary compensation table

    | If PNC’s performance during the applicable measurement period results in the maximum number of units vesting, our NEOs would be entitled to receive a maximum award with a grant date fair value as follows: |

  179. Summary compensation table

    | | Grant Date Fair Value of Maximum Award | | | Name | Performance Share Units | Restricted Share Units | | William S. Demchak | $15,749,952 | $7,000,151 | | Robert Q. Reilly | $4,050,004 | $1,800,067 | | Mark Wiedman | $4,680,035 | $2,080,066 | | Deborah Guild | $2,700,003 | $1,200,109 | | Alexander E. C. Overstrom | $2,700,003 | $1,200,109 | | E William Parsley, III | $4,819,633 | $2,142,124 |

  180. Summary compensation table

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  181. Summary compensation table

    | See “—Grants of plan-based awards in fiscal 2025” for additional information regarding the grants we made in 2025, “—Outstanding equity awards at 2025 fiscal year-end” for additional information regarding equity awards outstanding at December 31, 2025, and “—Option exercises and stock vested in fiscal 2025” for additional information regarding stock vesting activity during 2025. |

  182. Summary compensation table

    | (d) Our NEOs, excluding Mr. Parsley, received an annual incentive award paid in cash in early 2026, which is reflected in this column for the 2025 performance year. |

  183. Summary compensation table

    | (e) The dollar amounts in this column include the increase in the actuarial value of our Qualified Pension Plan, ERISA Excess Pension Plan and Supplemental Executive Retirement Plan. We describe these plans in “—Pension benefits at 2025 fiscal year-end” in this proxy statement. The amounts include both (i) the change in value due to an additional year of service, compensation changes and plan amendments (if any) and (ii) the change in value attributable to other assumptions, most significantly the discount rate. |

  184. Summary compensation table

    | We do not pay above-market or preferential earnings on any compensation that is deferred on a basis that is not tax-qualified, including such earnings on non-qualified defined contribution plans. For additional information regarding how we calculate the earnings on our deferred compensation plans, see “—Non-qualified deferred compensation in fiscal 2025” in this proxy statement. |

  185. Summary compensation table

    | (f) The amounts in this column include, for all NEOs, net of any reimbursements to PNC: (i) perquisites and other personal benefits; (ii) the dollar value of matching contributions made by us to the ISP; (iii) the insurance premiums paid by us in connection with our Key Executive Equity Program; (iv) the executive long-term disability premiums paid by us; and (v) for Mr. Parsley, amounts paid to him pursuant to The PNC Financial Services Group, Inc. Executive Severance Plan (“Executive Severance Plan”). |

  186. Summary compensation table

    All Other Compensation for 2025 consisted of the following:

  187. Summary compensation table

    | Name | Perquisites and Other Personal Benefits† | Registrant ISP Contributions | Insurance Premiums†† | Other††† | Total to Summary Compensation Table | | William S. Demchak | $111,190 | $14,000 | $45,031 | — | $170,221 | | Robert Q. Reilly | $11,190 | $14,000 | $20,927 | — | $46,117 | | Mark Wiedman | $73,320 | — | — | — | $73,320 | | Deborah Guild | $10,000 | $13,477 | — | — | $23,477 | | Alexander E. C. Overstrom | $21,051 | $19,069 | — | — | $40,120 | | E William Parsley, III | $10,000 | $14,301 | — | $2,156,842 | $2,181,143 |

  188. Summary compensation table

    | † The dollar amount of the perquisite represents the incremental cost to PNC of providing the benefit. This column includes the cost of financial consulting and tax preparation services for Messrs. Demchak, Reilly, Overstrom and Parsley and the cost of personal use of corporate aircraft by Messrs. Demchak, Wiedman and Overstrom and Ms. Guild during 2025. The incremental cost of Mr. Demchak’s use of the aircraft in 2025 was $100,000. Mr. Demchak used his time sharing agreement and reimbursed PNC for flights in excess of that amount during 2025. The incremental cost to PNC of personal aircraft use is calculated by multiplying the total number of personal flight hours by the average direct variable operating costs (including costs related to fuel, maintenance expenses related to operation of the plane during the year, and landing and parking fees) per flight hour for the particular aircraft for the year, plus crew expenses attributable to the personal use. Since the aircraft are used primarily for business travel, we do not include in the calculation the fixed costs that do not change based on usage, such as crew salaries and other maintenance and inspection and capital improvement costs intended to cover a multiple-year period. For Mr. Wiedman, this column also includes relocation costs, including for temporary housing ($35,600), imputed income attributable to his relocation benefit ($25,785) and related service fees. The executive is responsible for the associated taxes on such imputed income. The NEOs each have a corporate travel credit card not generally available to all employees, for which there is no incremental cost to PNC. For 2025, PNC did not incur incremental costs of security services for our NEOs. See “Compensation discussion and analysis—Compensation policies and practices—Limiting perquisites” in this proxy statement for additional information. |

  189. Summary compensation table

    | †† We pay premiums for certain of the NEOs in connection with our Key Executive Equity Program, which is a split-dollar insurance arrangement. In addition, we pay long-term disability premiums on behalf of certain of our NEOs. New participants have not been permitted in either program since 2007. The dollar amounts under the “Insurance Premiums” column include the 2025 premiums we paid in connection with our Key Executive Equity Program on behalf of Mr. Demchak ($40,534) and Mr. Reilly ($16,732). These premiums represent the full dollar amounts we paid for both the term and non-term portions of this plan. The amounts under this column also include the long-term disability premiums we paid on behalf of Mr. Demchak ($4,497) and Mr. Reilly ($4,195). |

  190. Summary compensation table

    | ††† For Mr. Parsley, this column includes the following amounts paid or accrued pursuant to the Executive Severance Plan: (i) $1,350,000, representing a prorated amount based on his annual cash incentive target award level of $2,700,000, prorated for the period he served as an executive officer (January 1 through June 30, 2025), (ii) $700,000, which represents 52 weeks of base-salary continuation, (iii) $6,842, which represents 52 weeks of approximately 70% COBRA premium subsidies, and (iv) $100,000 of talent transition services. |

  191. Summary compensation table

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  192. Grants of plan-based awards in fiscal 2025

    Grants of plan-based awards in fiscal 2025

  193. Grants of plan-based awards in fiscal 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(b) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(c) | | | Grant Date Fair Value of Stock and Option Awards(d) ($) | | Name & Award Type | Grant Date(a) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | William S. Demchak | | | | | | | | | | Annual Incentive Award | — | — | 6,200,000 | — | | | | | | PSUs | Feb. 14, 2025 | | | | — | 54,149 | 81,223 | 10,500,033 | | RSUs | Feb. 14, 2025 | | | | — | 36,100 | 36,100 | 7,000,151 | | Robert Q. Reilly | | | | | | | | | | Annual Incentive Award | — | — | 2,300,000 | — | | | | | | PSUs | Feb. 14, 2025 | | | | — | 13,924 | 20,886 | 2,700,003 | | RSUs | Feb. 14, 2025 | | | | — | 9,283 | 9,283 | 1,800,067 | | Mark Wiedman(e) | | | | | | | | | | Annual Incentive Award | — | — | 2,231,250 | — | | | | | | PSUs | Apr. 17, 2025 | | | | — | 20,482 | 30,723 | 3,120,023 | | RSUs | Apr. 17, 2025 | | | | — | 13,655 | 13,655 | 2,080,066 | | Deborah Guild | | | | | | | | | | Annual Incentive Award | — | — | 2,650,000 | — | | | | | | PSUs | Feb. 14, 2025 | | | | — | 9,283 | 13,924 | 1,800,067 | | RSUs | Feb. 14, 2025 | | | | — | 6,189 | 6,189 | 1,200,109 | | Alexander E. C. Overstrom | | | | | | | | | | Annual Incentive Award | — | | 2,550,000 | — | | | | | | PSUs | Feb. 14, 2025 | | | | | 9,283 | 13,924 | 1,800,067 | | RSUs | Feb. 14, 2025 | | | | | 6,189 | 6,189 | 1,200,109 | | E William Parsley, III | | | | | | | | | | Annual Incentive Award | — | — | 2,700,000 | — | | | | | | PSUs | Feb. 14, 2025 | | | | — | 16,570 | 24,855 | 3,213,089 | | RSUs | Feb. 14, 2025 | | | | — | 11,047 | 11,047 | 2,142,124 |

  194. Grants of plan-based awards in fiscal 2025

    | (a) For all NEOs except Mr. Wiedman, the grant date is the date on which the HR Committee approved the award. Mr. Wiedman’s awards were approved by the HR Committee on March 21, 2025. |

  195. Grants of plan-based awards in fiscal 2025

    | (b) The amounts listed in the “Target” column relate to the target annual cash incentive award for the 2025 performance year. All incentive compensation—cash and equity-based—is payable based on performance, and total compensation targets are established to help the HR Committee determine the appropriate amount of incentive compensation payable upon achievement of target performance. The amounts listed in the “Target” column show the target annual cash incentive amount included in the total compensation target approved by the HR Committee on February 14, 2025 for each NEO other than Mr. Wiedman, who joined PNC as President on April 7, 2025. Target total compensation for Mr. Wiedman was approved by the HR Committee on March 21, 2025 with a grant effective date of April 17, 2025. The annual cash incentive awards earned by the NEOs for 2025 performance were determined by the HR Committee and paid in early 2026, except with respect to Mr. Parsley, whose employment with PNC terminated effective December 31, 2025 as a result of which he was not entitled to receive the annual cash incentive award. |

  196. Grants of plan-based awards in fiscal 2025

    | (c) The amounts listed in these columns include the grants of the PSUs and RSUs as further described in “Compensation discussion and analysis—Our compensation program—Incentive compensation program” in this proxy statement. As there is no guaranteed minimum payout for these awards, and in the case of the PSUs, the HR Committee has discretion to decrease any award otherwise payable, we have not included a “Threshold” amount. The “Target” amount represents 100% of the grant for the PSUs and the RSUs. The “Maximum” amount represents 150% of the grant (rounded down to whole shares) for the PSUs and 100% of the grant for the RSUs. For the PSUs, the performance period began on January 1, 2025 and will end on December 31, 2027. For the RSUs, the performance period began on January 1, 2025 and will end on December 31, 2027, with a vesting opportunity for one-third of the grant on each of the three anniversaries of the grant date. |

  197. Grants of plan-based awards in fiscal 2025

    | (d) The grant date fair value of each PSU and RSU award is calculated in accordance with FASB ASC Topic 718 based on the NYSE closing price of a share of PNC common stock on the applicable date of grant. In the case of the awards granted on February 14, 2025, the NYSE closing price of a share of PNC common stock was $193.91. In the case of awards granted on April 17, 2025, the NYSE closing price of a share of PNC common stock was $152.33. The amounts listed in this column represent the grant date fair value of each award based upon achievement at the target level. |

  198. Grants of plan-based awards in fiscal 2025

    | (e) In connection with Mr. Wiedman’s hiring in April 2025, the HR Committee approved a total equity incentive award for Mr. Wiedman equal to $5,200,000, of which 60% was granted in the form of PSUs and 40% was granted in the form of RSUs. |

  199. Grants of plan-based awards in fiscal 2025

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  200. Outstanding equity awards at 2025 fiscal year-end

    Outstanding equity awards at 2025 fiscal year-end The following tables show, for each NEO, the outstanding equity awards as of December 31, 2025. These awards include the following:

  201. Outstanding equity awards at 2025 fiscal year-end

    | Name of Award | Vesting Schedule | Metrics | Payout Range (% of target) | Stock or Cash Payout | | Performance Share Units (PSUs) | After three-year performance period ends | ROE, as adjusted, compared to performance targets EPS growth, as adjusted, rank against our peer group | 0–150% | Stock | | Restricted Share Units (RSUs) | Annual installments over three years | Time-based | 0–100% | Stock | | Performance Restricted Share Units (PRSUs) | After five-year performance period ends | TSR rank against our peer group | 0-125% | Stock | | 5-Year Restricted Share Units (5-Year RSU) | Beginning in third year of award term, annual installments of 25%, 25% and 50% | Time-based | 0-100% | Stock |

  202. Outstanding equity awards at 2025 fiscal year-end

    With respect to the performance-based equity awards that vested based on performance for the period ended December 31, 2025, the HR Committee made performance-based and risk-based determinations in the first quarter of 2026, as described in “Compensation Discussion and Analysis—2025 performance and compensation decisions” in this proxy statement.

  203. Outstanding equity awards at 2025 fiscal year-end

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  204. Outstanding equity awards at 2025 fiscal year-end

    | | Stock Awards(a) | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(a) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(a) ($) | | William S. Demchak | | | | | | | 57,783(b) | 12,061,046 | | | | | 10,740(c) | 2,241,760 | | | | | | | 53,538(d) | 11,174,987 | | | 23,795(e) | 4,966,730 | | | | | | | 54,149(f) | 11,302,521 | | | 36,100(g) | 7,535,153 | | | | Robert Q. Reilly | | | | | | | 12,463(b) | 2,601,402 | | | | | 2,317(c) | 483,627 | | | | | | | 11,640(d) | 2,429,617 | | | 5,174(e) | 1,079,969 | | | | | | | 13,924(f) | 2,906,357 | | | 9,283(g) | 1,937,641 | | | | | | | 35,363(h) | 7,381,319 | | Mark Wiedman | | | | | | | | | 20,482(f) | 4,275,208 | | | 13,655(j) | 2,850,208 | | | | Deborah Guild | | | | | | | 8,497(b) | 1,773,579 | | | | | 1,580(c) | 329,793 | | | | | | | 8,062(d) | 1,682,781 | | | 3,584(e) | 748,088 | | | | | | | 9,283(f) | 1,937,641 | | | 6,189(g) | 1,291,830 | | | | | 12,651(i) | 2,640,643 | | | | Alexander E. C. Overstrom | | | | | | | 6,163(b) | 1,286,403 | | | | | 1,146(c) | 239,205 | | | | | | | 8,465(d) | 1,766,899 | | | 3,763(e) | 785,451 | | | | | | | 9,283(f) | 1,937,641 | | | 6,189(g) | 1,291,830 | | | | E William Parsley, III | | | | | | | 23,114(b) | 4,824,585 | | | | | 4,296(c) | 896,704 | | | | | | | 20,558(d) | 4,291,071 | | | 9,138(e) | 1,907,375 | | | | | | | 16,570(f) | 3,458,656 | | | 11,047(g) | 2,305,840 | | | | | | | 65,583(h) | 13,689,140 |

  205. Outstanding equity awards at 2025 fiscal year-end

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  206. Outstanding equity awards at 2025 fiscal year-end

    | (a) The market value of awards is calculated based on the NYSE closing price of our common stock on December 31, 2025 (the last trading day of the year) of $208.73 per share. As discussed in “Compensation discussion and analysis—2025 performance and compensation decisions,” the NEOs’ equity awards shown in this table were determined based on Company performance in the most recently completed fiscal year prior to the date of grant. |

  207. Outstanding equity awards at 2025 fiscal year-end

    | (b) 2023 PSUs. The performance conditions applicable to the award were satisfied as of December 31, 2025, and the 2023 PSUs vested on February 12, 2026, based on achievement at 119.57% of the target level. |

  208. Outstanding equity awards at 2025 fiscal year-end

    | (c) 2023 RSUs. The third and final tranche of the award vested on February 16, 2026. |

  209. Outstanding equity awards at 2025 fiscal year-end

    | (d) 2024 PSUs (Performance Not Yet Achieved). The award is scheduled to vest in early 2027 based on achievement of the applicable performance conditions over a three-year performance period ending December 31, 2026. The number of PSUs included in the table above is based on achievement at the target level. See the description of the 2024 PSUs in the “Compensation Discussion and Analysis” section of our 2024 proxy statement. |

  210. Outstanding equity awards at 2025 fiscal year-end

    | (e) 2024 RSUs. For Mr. Demchak, the second tranche of the award vested on February 20, 2026 and the third and final tranche is scheduled to vest on February 20, 2027. For the remaining NEOs, the second tranche of the award vested on February 16, 2026 and the third and final tranche is scheduled to vest on February 16, 2027. |

  211. Outstanding equity awards at 2025 fiscal year-end

    | (f) 2025 PSUs (Performance Not Yet Achieved). The award is scheduled to vest in early 2028 based on achievement of the applicable performance conditions over a three-year performance period ending December 31, 2027. The number of PSUs included in the table above is based on achievement at the target level. See the description of the 2025 PSUs in the “Compensation Discussion and Analysis” section of our 2025 proxy statement. |

  212. Outstanding equity awards at 2025 fiscal year-end

    | (g) 2025 RSUs. The first tranche of the award vested on February 14, 2026. The remaining two tranches are scheduled to vest in approximately equal annual installments on February 14, 2027 and February 14, 2028. |

  213. Outstanding equity awards at 2025 fiscal year-end

    | (h) 2022 PRSUs (Performance Not Yet Achieved). The award is scheduled to vest in mid-2027 based on achievement of the applicable performance conditions over a five-year period ending June 12, 2027. The number of 2022 PRSUs included in the table above is based on achievement at the target level. See the description of the 2022 PRSUs in the “Compensation Discussion and Analysis” section of our 2023 proxy statement. |

  214. Outstanding equity awards at 2025 fiscal year-end

    | (i) 2023 5-Year RSU. The first tranche of the award vested on February 23, 2026. The remaining two tranches are scheduled to vest on February 23, 2027 and February 23, 2028, constituting 25% and 50% of the shares subject to the award, respectively. |

  215. Outstanding equity awards at 2025 fiscal year-end

    | (j) 2025 RSU. The award is scheduled to vest in three approximately equal annual installments on April 17, 2026, April 17, 2027 and April 17, 2028. |

  216. Outstanding equity awards at 2025 fiscal year-end

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  217. Option exercises and stock vested in fiscal 2025

    Option exercises and stock vested in fiscal 2025

  218. Option exercises and stock vested in fiscal 2025

    | | Stock awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting(a) ($) | | William S. Demchak | 92,879 | 18,018,136 | | Robert Q. Reilly | 20,122 | 3,908,792 | | Mark Wiedman | — | — | | Deborah Guild | 11,274 | 2,189,744 | | Alexander E. C. Overstrom | 5,127 | 950,100 | | E William Parsley, III | 38,368 | 7,453,382 |

  219. Option exercises and stock vested in fiscal 2025

    | (a) Values were determined by multiplying the number of vested PSUs and RSUs, as applicable, by the market value of a share of PNC common stock on the vesting date. |

  220. Option exercises and stock vested in fiscal 2025

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  221. Pension benefits at 2025 fiscal year-end

    Pension benefits at 2025 fiscal year-end The principal elements of our post-employment compensation are a qualified defined benefit cash balance pension plan, a non-qualified excess cash balance pension plan and a non-qualified supplemental executive retirement plan, each described in this section, as well as a qualified defined contribution savings plan and a non-qualified deferred compensation and incentive plan as described in “—Non-qualified deferred compensation in fiscal 2025” in this proxy statement. Cash balance pension plan. We maintain a pension plan for most of our full-time employees. The pension plan is a defined benefit cash balance pension plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and is intended to be qualified under Section 401(a) of the Code. Each calendar quarter, eligible participants receive “earnings credits” based on a percentage of eligible compensation. Earnings credit percentages for employees who were plan participants on December 31, 2009 are based on a schedule using the participant’s age and years of credited service at that date and are frozen at that level. Earnings credits for all employees who become participants on or after January 1, 2010 are a flat 3% of eligible compensation. The plan defines eligible “compensation” as regular earnings plus eligible variable compensation, such as paid annual incentives. Eligible “compensation” does not include deferrals under the terms of the non-qualified deferred compensation and incentive plan; these are instead taken into account under our excess pension plan described below. We generally limit eligible variable compensation for a plan year to a total of 100% of the first $25,000 plus 50% of the next $225,000. For participants who had accrued benefits prior to 1999 under the pension plan formula then in effect, an initial cash balance “account” was established based on the present value of the accrued benefits at the time of the conversion to the current program. Plan participants generally receive quarterly “interest credits” at a rate of one-fourth of the annual interest rate on 30-year Treasury securities. Employees who were already plan participants as of December 31, 2009 receive a minimum interest credit. We contribute to the plan an actuarially determined amount necessary to fund the total benefits payable to participants. Actuaries calculate total contributions instead of contributions for each individual participant. Excess pension plan. We maintain an ERISA excess pension plan, which is a supplemental non-qualified pension plan. The excess benefits under this plan equal the difference, if any, between a participant’s benefit under the qualified pension plan computed without regard to applicable Code limits and taking into account amounts deferred under the non-qualified deferred compensation and incentive plan, and the participant’s actual benefit under the qualified pension plan. Supplemental executive retirement plan. We maintain a supplemental executive retirement plan for certain executive officers. As part of its ongoing review of compensation practices, the Personnel and Compensation Committee of the Board (now known as the HR Committee of the Board) decided in 2007 to eliminate future plan participation for new executive officers. This plan provides earnings credits based on a percentage of annual incentives awarded under eligible executive bonus plans in accordance with a schedule based on the participant’s age and years of credited service. This plan also provides quarterly interest credits that mirror the interest credits under the qualified pension plan. Executive officers who participated in the supplemental executive retirement plan on December 31, 1998 and who were at least age 50 with five or more years of credited service receive grandfathered benefits based on the pension formula in effect prior to 1999. For executive officers at or above a certain organizational level who participated on December 31, 1998 but who did not meet the requirements for legacy benefits, we doubled the earnings credit percentages in order to mitigate the effect of the transition to the cash balance pension formula.

  222. Pension benefits at 2025 fiscal year-end

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  223. Pension benefits at 2025 fiscal year-end

    | Name | Plan Name | Number of Years Credited Service(a) (#) | Present Value of Accumulated Benefit(b) ($) | Payments During Last Fiscal Year | | William S. Demchak | Qualified Pension Plan | 7 | 476,777 | — | | | ERISA Excess Pension Plan | 7 | 3,699,452 | — | | | Supplemental Executive Retirement Plan | 23 | 6,745,796 | — | | | Total | | 10,922,025 | — | | Robert Q. Reilly | Qualified Pension Plan | 22 | 720,203 | — | | | ERISA Excess Pension Plan | 22 | 1,541,518 | — | | | Supplemental Executive Retirement Plan | 38 | 2,783,657 | — | | | Total | | 5,045,378 | — | | Mark Wiedman | Qualified Pension Plan | n/a | 2,898 | — | | | ERISA Excess Pension Plan | n/a | — | — | | | Supplemental Executive Retirement Plan | n/a | — | — | | | Total | | 2,898 | — | | Deborah Guild | Qualified Pension Plan | n/a | 119,775 | — | | | ERISA Excess Pension Plan | n/a | 111,629 | — | | | Supplemental Executive Retirement Plan | n/a | — | — | | | Total | | 231,404 | — | | Alexander E. C. Overstrom | Qualified Pension Plan | n/a | 92,923 | — | | | ERISA Excess Pension Plan | n/a | 75,876 | — | | | Supplemental Executive Retirement Plan | n/a | — | — | | | Total | | 168,799 | — | | E William Parsley, III | Qualified Pension Plan | 6 | 425,219 | — | | | ERISA Excess Pension Plan | 6 | 2,047,226 | — | | | Supplemental Executive Retirement Plan | n/a | — | — | | | Total | | 2,472,445 | — |

  224. Pension benefits at 2025 fiscal year-end

    | (a) To compute the number of years of service, we use the same plan measurement date that we use for our 2025 audited consolidated financial statements. Credited service, where applicable, is generally equal to actual full years of service; however, for purposes of determining the level of benefits earned in the Qualified Pension Plan and ERISA Excess Pension Plan, credited service has been frozen as of December 31, 2009, with benefits for individuals hired after that date being determined by a flat percentage of eligible compensation regardless of service. Accordingly, the years of credited service for Messrs. Demchak, Reilly, and Parsley under the Qualified Pension Plan and ERISA Excess Pension Plan are less than their actual period of service with us, which at December 31, 2025 was as follows: 23 years for Mr. Demchak; 38 years for Mr. Reilly; and 22 years for Mr. Parsley. As Ms. Guild and Messrs. Wiedman and Overstrom were hired after service accruals ceased to be applicable for purposes of calculating the amount of Qualified Pension Plan and ERISA Excess Pension Plan benefits, their years of credited service for those plans is “n/a.” |

  225. Pension benefits at 2025 fiscal year-end

    | (b) We compute the present values shown here as of December 31, 2025 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715, Compensation—Retirement Benefits, as specified in applicable SEC regulations. The amounts do not necessarily reflect the amounts to which the NEOs would be entitled under the terms of these plans as of December 31, 2025. |

  226. Pension benefits at 2025 fiscal year-end

    | We calculate the present values for the plans by projecting the December 31, 2025 account balances to an assumed retirement age of 65, using an interest crediting rate of (i) 4.80% for Messrs. Demchak, Reilly and Parsley, and (ii) 4.40% for Ms. Guild and Messrs. Wiedman and Overstrom, who are not eligible for the guaranteed minimum annual interest crediting rate since they became plan participants after January 1, 2010. We then apply a discount rate of 5.55% for the Qualified Pension Plan and 5.00% for other plans to discount the balances back to December 31, 2025. |

  227. Pension benefits at 2025 fiscal year-end

    | See Note 16—Employee Benefit Plans in the Notes to Consolidated Financial Statements in the 2025 Form 10-K for additional information regarding the discount rates and other material assumptions. |

  228. Pension benefits at 2025 fiscal year-end

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  229. Non-qualified deferred compensation in fiscal 2025

    Non-qualified deferred compensation in fiscal 2025 We offer an incentive savings plan (“ISP”) in which most of our employees can participate after they meet any applicable service requirements, and for designated employees who exceed a compensation threshold, we also offer a non-qualified deferred compensation and incentive plan (“DCIP”). Prior to establishing the DCIP in 2012, we offered a non-qualified supplemental incentive savings plan (“SISP”), which was a supplement to the ISP, and a non-qualified deferred compensation plan (“DCP”), in each case for certain designated employees who exceeded applicable compensation thresholds. Incentive savings plan (ISP). The ISP is a defined contribution 401(k) plan that is intended to be qualified under Section 401(a) of the Code. During 2025, participants could elect to contribute between 1% and 75% of eligible compensation to the plan each year as pre-tax or Roth after-tax elective deferrals (or a combination of pre-tax and Roth after-tax elective deferrals), subject to Code limits. Participants who are age 50 or older may contribute additional pre-tax amounts called “catch-up contributions” each year. For 2025, we made employer matching contributions on behalf of eligible participants equal to 100% of elective deferrals up to 4% of eligible compensation. Matching contributions were made in cash. Participants direct the investment of their accounts among the investment options offered under the plan, and their account balances are adjusted for gains or losses resulting from those investment directions. Deferred compensation and incentive plan (DCIP). We maintain a DCIP for designated employees who exceed a compensation threshold. Participants can elect to defer up to 20% of base salary and/or up to 75% of eligible short-term incentive pay earned with respect to a plan year. The DCIP’s plan year is the calendar year. Participants can direct the investment of their accounts among the hypothetical investment alternatives made available under the plan, and their accounts are adjusted for deemed investment gains or losses resulting from such investment directions. Supplemental incentive savings plan (SISP) and deferred compensation plan (DCP). Effective January 1, 2012, the SISP and DCP were frozen to new participants and to the deferral of amounts earned on and after January 1, 2012. Distributions from these plans are paid in cash in accordance with the participant’s election. Participants with existing account balances can direct the investment of their accounts among the hypothetical investment alternatives made available under the plan, and their accounts are adjusted for deemed investment gains or losses resulting from such investment directions. Investment options. ISP, DCIP, SISP and DCP participants have the investment options listed on page 103. The employee directs the investment of contributions under each plan. Investment options include several collective funds and mutual funds. ISP, SISP and DCP participants may also hold investments in a PNC common stock fund; however, we no longer permit new contributions or transfers into the PNC common stock fund. DCIP, SISP and DCP investments are invested on a phantom basis and are considered “deemed” investments.

  230. Non-qualified deferred compensation in fiscal 2025

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  231. Non-qualified deferred compensation in fiscal 2025

    | Name | Name of Plan | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | | | (a) | (b) | | (c) | | William S. Demchak | Supplemental Incentive Savings Plan | — | 562,890 | — | 3,950,529 | | | Deferred Compensation & Incentive Plan | — | — | — | — | | | Deferred Compensation Plan | — | — | — | — | | | Total | — | 562,890 | — | 3,950,529 | | Robert Q. Reilly | Supplemental Incentive Savings Plan | — | 319,061 | — | 2,122,538 | | | Deferred Compensation & Incentive Plan | — | — | — | — | | | Deferred Compensation Plan | — | 883,704 | — | 6,533,380 | | | Total | — | 1,202,765 | — | 8,655,918 | | Mark Wiedman | Supplemental Incentive Savings Plan | — | — | — | — | | | Deferred Compensation & Incentive Plan | — | — | — | — | | | Deferred Compensation Plan | — | — | — | — | | | Total | — | — | — | — | | Deborah Guild | Supplemental Incentive Savings Plan | — | — | — | — | | | Deferred Compensation & Incentive Plan | 42,000 | 28,755 | (181,575) | 215,077 | | | Deferred Compensation Plan | — | — | — | — | | | Total | 42,000 | 28,755 | (181,575) | 215,077 | | Alexander E. C. Overstrom | Supplemental Incentive Savings Plan | — | — | — | — | | | Deferred Compensation & Incentive Plan | — | — | — | — | | | Deferred Compensation Plan | — | — | — | — | | | Total | — | — | — | — | | E William Parsley, III | Supplemental Incentive Savings Plan | — | 868,208 | — | 5,493,494 | | | Deferred Compensation & Incentive Plan | — | — | — | — | | | Deferred Compensation Plan | — | — | — | — | | | Total | — | 868,208 | — | 5,493,494 |

  232. Non-qualified deferred compensation in fiscal 2025

    | (a) Amounts in this column are included in the compensation reported in the Summary compensation table in this proxy statement. PNC made no contributions to these plans in 2025. |

  233. Non-qualified deferred compensation in fiscal 2025

    | (b) No amounts in this column have been reported in the Summary compensation table as none of our NEOs received above-market or preferential earnings. |

  234. Non-qualified deferred compensation in fiscal 2025

    | (c) We calculate the dollar amounts in this column by taking the aggregate balance at the end of fiscal year 2024 and adding the totals in the other columns to that balance. The aggregate balance at the end of fiscal year 2025 includes any unrealized gains and losses on investments. All contributions comprising a portion of the aggregate balance at the end of fiscal year 2025 were included in the compensation reported in the Summary compensation table in this proxy statement and prior years’ summary compensation tables, as applicable. |

  235. Non-qualified deferred compensation in fiscal 2025

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  236. Non-qualified deferred compensation in fiscal 2025

    The following table shows the 2025 investment options for the DCP, DCIP, ISP and SISP, along with annual rates of return. See the preceding pages for an explanation of the DCP, DCIP, ISP and SISP. Ticker symbols are listed for investment options available to the general public.

  237. Non-qualified deferred compensation in fiscal 2025

    | Benchmark Performance | Ticker Symbol | DCP | DCIP | ISP/SISP | 2025 Annual Rate of Return | | BlackRock High Yield BR | BYHRX | X | X | X | 9.40% | | BlackRock Government Short Term Inv. Fund | | X | X | X | 4.31% | | BlackRock LifePath 2030 Fund | | X | X | X | 14.22% | | BlackRock LifePath 2035 Fund | | X | X | X | 16.04% | | BlackRock LifePath 2040 Fund | | X | X | X | 17.63% | | BlackRock LifePath 2045 Fund | | X | X | X | 19.19% | | BlackRock LifePath 2050 Fund | | X | X | X | 20.88% | | BlackRock LifePath 2055 Fund | | X | X | X | 21.67% | | BlackRock LifePath 2060 Fund | | X | X | X | 21.83% | | BlackRock LifePath 2065 Fund | | X | X | X | 21.71% | | BlackRock LifePath 2070 Fund | | X | X | X | 17.81% | | BlackRock LifePath Retirement Fund | | X | X | X | 12.39% | | BlackRock TIPS | | X | X | X | 6.88% | | Brandywine Intern’l Opp Fixed Inc Fund | GOBIX | X | X | | 12.26% | | PNC Common Stock Fund | PNC | X | | X | 12.15% | | T. Rowe Price Stable Value Fund | | X | X | X | 2.96% | | State Street S&P 500 Index Fund | | X | X | X | 17.95% | | State Street Russell Small/Mid Cap Index Fund | | X | X | X | 12.44% | | State Street Global All Cap Equity Ex-U.S. Index Fund | | X | X | X | 32.58% | | State Street Real Return ex Nat. Res. Index Fund | | | | X | 10.39% | | State Street U.S. Bond Index Fund | | X | X | X | 7.30% | | State Street International Equity Index Fund | | X | X | X | 32.57% | | State Street Emerging Markets Equity Index Fund | | X | X | X | 33.08% | | Vanguard Real Estate Index Fund | | X | X | X | 3.19% | | FPA Crescent Fund | FPACX | X | X | | 17.66% | | Aberdeen Emerging Markets Fund | ABEMX | X | X | | 32.39% | | BlackRock Global Allocation I Fund | MALOX | X | X | | 19.62% | | First Eagle Overseas I Fund | SGOIX | X | X | | 39.02% | | Vulcan Large Cap Value Fund | VVPLX | X | X | | 7.46% | | Fiduciary Mgmt Small Cap Fund | FMIMX | X | X | | 2.13% |

  238. Non-qualified deferred compensation in fiscal 2025

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  239. CEO pay ratio

    CEO pay ratio We are providing the following information about the relationship between the annual total compensation of William S. Demchak, our Chairman and CEO, and the annual total compensation of our median employee (other than Mr. Demchak). For the year ended December 31, 2025:

  240. CEO pay ratio

    | ∎ | The annual total compensation of Mr. Demchak was $29,530,103. |

  241. CEO pay ratio

    | ∎ | The annual total compensation of our median employee was $130,900 (see below for an explanation of how we calculate this amount). |

  242. CEO pay ratio

    | ∎ | The resulting ratio of Mr. Demchak’s annual total compensation to the annual total compensation of our median employee is 226 to 1. |

  243. CEO pay ratio

    We believe our ratio represents a reasonable estimate, calculated in a manner consistent with SEC regulations, based on the following methodology:

  244. CEO pay ratio

    | ∎ | As permitted by SEC rules, we used the same median employee for purposes of this disclosure as in our 2025 and 2024 proxy statements. There has been no change in our employee population or employee compensation arrangements since December 31, 2023 that we believe would significantly impact our pay ratio disclosure in this proxy statement. |

  245. CEO pay ratio

    | ∎ | We identified this median employee using the Form W-2 (Box 5) issued by the IRS for federal tax purposes as the compensation measure and evaluated the compensation for 56,088 active U.S. employees as of December 31, 2023 (this population excluded Mr. Demchak and all of our 178 non-U.S. employees).(1) We did not annualize the compensation of any employee who was employed by us for part of the year. |

  246. CEO pay ratio

    | ∎ | We calculated the 2025 annual total compensation for the selected median employee in accordance with SEC regulations, using the same methodology used to calculate Mr. Demchak’s total compensation in the Summary compensation table, and we also included PNC’s health care premium contributions for both the median employee and Mr. Demchak. As a result, Mr. Demchak’s annual total compensation for pay ratio purposes is slightly higher than the amount reported for him in the Summary compensation table in this proxy statement. See “Compensation tables” in this proxy statement. |

  247. CEO pay ratio

    | (1) As of December 31, 2023, we had 107 employees in the UK, 55 employees in Canada and 16 employees in Germany, representing less than 1% of our total employee population. |

  248. CEO pay ratio

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  249. CEO pay ratio

    In accordance with regulations adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosures regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and our company performance for the fiscal years listed below. We have identified one-year adjusted ROE (“ROE*”) as our Company-Selected Measure (“CSM”). In our view, ROE* represents the most important financial performance measure (not otherwise required to be disclosed in the table) used to link compensation actually paid (“CAP”) to our NEOs for the 2025 fiscal year to company performance. We chose ROE* as our CSM for evaluating pay versus performance because it is a key metric in our PSU awards under our long-term incentive program. See “Compensation discussion and analysis—Our compensation program—Evaluating performance” in this proxy statement for a discussion of the metrics used by the HR Committee to evaluate performance. Our long-term incentive program and ROE* are described in more detail in “Compensation discussion and analysis—Our compensation program—Incentive compensation program” in this proxy statement.

  250. CEO pay ratio

    | | | | | | Value of Initial Fixed $100 Investment based on: (3) | | | | | Year | Summary Compensation Table Total for PEO (1) ($) | Compensation Actually Paid to PEO (1)(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average CAP to Non-PEO NEOs (1)(2) ($) | TSR ($) | Peer Group TSR † ($) | Net Income (in millions) ($) | ROE* (4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 29,503,081 | 35,678,671 | 8,012,370 | 9,937,018 | 167.9 | 196.0 | 6,997 | 12.30% | | 2024 | 22,352,785 | 33,453,083 | 6,415,983 | 10,941,926 | 149.6 | 147.9 | 5,953 | 10.94% | | 2023 | 19,950,306 | 20,752,986 | 7,359,582 | 7,251,664 | 115.6 | 107.8 | 5,647 | 11.66% | | 2022 | 20,197,045 | 19,142,607 | 12,315,312 | 12,400,133 | 112.6 | 108.7 | 6,113 | 12.59% | | 2021 | 17,506,270 | 26,625,622 | 7,940,191 | 11,637,177 | 138.2 | 138.3 | 5,725 | 9.59% |

  251. CEO pay ratio

    | † The Peer Group TSR utilizes the KBW Bank index (“KBW”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in the 2025 Form 10-K. |

  252. CEO pay ratio

    | (1) William S. Demchak was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are: |

  253. CEO pay ratio

    2025: Robert Q. Reilly, Mark Wiedman, Deborah Guild, Alexander E. C. Overstrom and E William Parsley, III 2024: Robert Q. Reilly, Michael P. Lyons, E William Parsley, III, Deborah Guild and Alexander E. C. Overstrom 2023: Robert Q. Reilly, Michael P. Lyons, E William Parsley, III and Deborah Guild 2022: Robert Q. Reilly, Michael P. Lyons, E William Parsley, III, Karen L. Larrimer and Gregory B. Jordan 2021: Robert Q. Reilly, Michael P. Lyons, E William Parsley, III and Karen L. Larrimer

  254. CEO pay ratio

    | (2) CAP amounts shown have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the NEOs. CAP reflects the Summary compensation table totals for our NEOs, as adjusted for certain amounts as set forth below. Amounts in the “Exclusion of Stock Awards” columns below are based on the totals from the “Stock Awards” column of the Summary compensation table. Amounts in the “Exclusion of Change in Pension Value” columns below reflect the amounts attributable to the change in pension value reported in the Summary compensation table. Amounts in the “Inclusion of Pension Service Cost” columns below are based on the service cost for services rendered during the listed year. |

  255. CEO pay ratio

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2025 | 29,503,081 | (1,332,676) | (17,500,184) | 409,924 | 24,598,526 | 35,678,671 | | 2024 | 22,352,785 | (950,809) | (13,090,041) | 342,434 | 24,798,714 | 33,453,083 | | 2023 | 19,950,306 | (792,588) | (12,750,115) | 377,527 | 13,967,856 | 20,752,986 | | 2022 | 20,197,045 | — | (15,000,015) | 370,608 | 13,574,969 | 19,142,607 | | 2021 | 17,506,270 | (338,606) | (12,000,025) | 478,826 | 20,979,157 | 26,625,622 |

  256. CEO pay ratio

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  257. CEO pay ratio

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 8,012,370 | 193,582 | (4,211,144) | 52,560 | 6,276,815 | 9,937,018 | | 2024 | 6,415,983 | 138,914 | (3,587,642) | 60,485 | 8,192,013 | 10,941,926 | | 2023 | 7,359,582 | (179,416) | (4,296,382) | 71,325 | 4,296,555 | 7,251,664 | | 2022 | 12,315,312 | (15,249) | (9,598,689) | 65,950 | 9,632,808 | 12,400,133 | | 2021 | 7,940,191 | (95,657) | (4,165,160) | 83,017 | 7,874,785 | 11,637,177 |

  258. CEO pay ratio

    The amounts in the “Inclusion of Equity Values” columns above are derived from the amounts set forth in the following tables:

  259. CEO pay ratio

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2025 | 20,711,741 | 3,298,964 | — | 587,821 | — | — | 24,598,526 | | 2024 | 18,762,856 | 6,567,636 | — | (531,879) | — | — | 24,798,714 | | 2023 | 13,438,135 | 194,909 | — | 334,812 | — | — | 13,967,856 | | 2022 | 12,123,506 | (944,686) | — | 2,396,149 | — | — | 13,574,969 | | 2021 | 13,081,706 | 6,461,296 | — | 1,436,155 | — | — | 20,979,157 |

  260. CEO pay ratio

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) | Total—Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 5,526,386 | 832,838 | — | 105,198 | — | — | 6,276,815 | | 2024 | 5,152,092 | 3,201,294 | — | (161,373) | — | — | 8,192,013 | | 2023 | 4,453,842 | (174,429) | — | 17,142 | — | — | 4,296,555 | | 2022 | 9,201,403 | (504,672) | — | 936,077 | — | — | 9,632,808 | | 2021 | 4,773,399 | 2,545,225 | — | 556,161 | — | — | 7,874,785 |

  261. CEO pay ratio

    | (3) The comparison assumes $100 was invested for the period starting December 31, 2020 through the last business day of the listed year for each of PNC and KBW. |

  262. CEO pay ratio

    | (4) ROE* is a non-GAAP financial measure. See Annex A for a reconciliation of non-GAAP financial measures to GAAP and for additional information about the adjustments to GAAP measures. |

  263. CEO pay ratio

    The description and graphs below address, for the past five fiscal years, the relationship between PEO CAP and Non-PEO NEO CAP as disclosed in the Pay vs performance table and (i) PNC’s cumulative TSR and KBW’s cumulative TSR, (ii) PNC’s net in com e and (iii) PNC’s ROE*. Since our PEO receives a larger proportion of his total annual compensation in the form of long-term equity-based incentive awards, the impact of the change in stock price on our PEO’s CAP is more significant than the impact on the average Non-PEO For a discussion of how the HR Committee assessed our performance and our NEO pay each year, see “Compensation discussion and analysis” in this proxy statement and the “Compensation discussion and analysis” sections in our 2025, 2024, 2023, and 2022 annual proxy statements.

  264. CEO pay ratio

    | 112 | THE PNC FINANCIAL SERVICES GROUP, INC. - 2026 Proxy Statement |

  265. Summary of material terms of the 2026 Plan

    | ∎ | purchased by PNC using proceeds from option exercises; or |