X0306 4 2019-10-01 0 0000713676 PNC FINANCIAL SERVICES GROUP, INC. PNC 0001621713 Cheshire Marjorie Rodgers 1040 PARK AVENUE, SUITE 300 BALTIMORE MD 21201 1 0 0 0 Phantom Stock Unit 2019-10-01 4 A 0 89 137.20 A $5 Par Common Stock 89 2510 I Deferred Compensation Plan Phantom Stock Unit $5 Par Common Stock 3339 3339 I Deferred Stock Unit Plan Deferred Stock Unit $5 Par Common Stock 3384 3384 D One phantom stock unit is the economic equivalent of one share of The PNC Financial Services Group, Inc. ("PNC") common stock. Phantom stock units will be settled in cash upon distribution to the reporting person and generally do not expire. Includes an aggregate of 20 phantom stock units acquired by the reporting person as dividend equivalents under the PNC Deferred Compensation Plan subsequent to the date of the reporting person's most recent filing on Form 4. Includes an aggregate of 28 phantom stock units acquired by the reporting person as dividend equivalents under the PNC Outside Directors Deferred Stock Unit Plan subsequent to the date of the reporting person's most recent filing on Form 4. Deferred stock unit ("DSU") granted pursuant to the PNC Directors Deferred Stock Unit Program (the "Program") under PNC's 2016 Incentive Award Plan. Each DSU represents the right to receive at retirement one share of PNC common stock, or in limited circumstances cash equal to the fair market value of one share of PNC common stock on the payment determination date, pursuant to the terms of the Program. Includes an aggregate of 26 DSUs acquired by the reporting person as dividend equivalents under the Program subsequent to the date of the reporting person's most recent filing on Form 4. Alicia G. Powell, Attorney-in-Fact for Marjorie Rodgers Cheshire 2019-10-03