UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.  )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☐	Definitive Proxy Statement
☑	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

THE PNC FINANCIAL SERVICES GROUP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):
☑	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 259b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	Your Vote Counts!
	THE PNC FINANCIAL SERVICES GROUP, INC. 2024 Annual Meeting Annual Meeting Date: April 24, 2024 Time: 11:00 a.m. Eastern Time Location: www.virtualshareholdermeeting.com/PNC2024 Vote by April 23, 2024, 11:59 p.m. Eastern Time
THE PNC FINANCIAL SERVICES GROUP, INC. THE TOWER AT PNC PLAZA 300 FIFTH AVENUE PITTSBURGH, PA 15222
V32364-P01340-Z86512

You invested in THE PNC FINANCIAL SERVICES GROUP, INC. and it’s time to vote!

You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the Annual Meeting to be held on April 24, 2024.

Get informed before you vote

View the Notice of Annual Meeting and Proxy Statement and the 2023 Annual Report online OR you can receive a free paper or email copy of the materials by requesting them prior to April 10, 2024. If you would like to request a copy of the materials for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

  

Smartphone users		Vote Electronically During the Meeting* April 24, 2024 11:00 a.m. Eastern Time
Point your camera here and vote without entering a
control number
	Virtually at: www.virtualshareholdermeeting.com/PNC2024

* Please check the meeting materials for any special requirements for meeting attendance.

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Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming Annual Meeting. Please follow the instructions on the reverse side to vote on these important matters.

Voting Items		Board Recommends
1.	Election of Directors Nominees: Joseph Alvarado
1a.		For
1b.	Debra A. Cafaro	For
1c.	Marjorie Rodgers Cheshire	For
1d.	William S. Demchak	For
1e.	Andrew T. Feldstein	For
1f.	Richard J. Harshman	For
1g.	Daniel R. Hesse	For
1h.	Renu Khator	For
1i.	Linda R. Medler	For
1j.	Robert A. Niblock	For
1k.	Martin Pfinsgraff	For
1l.	Bryan S. Salesky	For
2.	Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2024.	For
3.	Advisory vote to approve named executive officer compensation.	For
4.	Approval of The PNC Financial Services Group, Inc. 2025 Employee Stock Purchase Plan.	For
5.	Shareholder proposal regarding report on risk management and implementation of PNC’s Human Rights Statement in financing.	Against
NOTE: Authority also is given to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.

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