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 |
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| ☐ | Preliminary Proxy Statement
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| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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| ☐ | Definitive Proxy Statement
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| ☑ | Definitive Additional Materials
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☐ | Soliciting Material under §240.14a-12
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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
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| ☐ | Fee paid previously with preliminary materials
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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Your Vote Counts! | ||||||||||
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THE PNC FINANCIAL SERVICES GROUP, INC.
THE TOWER AT PNC PLAZA
300 FIFTH AVENUE
PITTSBURGH, PA 15222 |
THE PNC FINANCIAL SERVICES GROUP, INC.
2026 Annual Meeting Annual Meeting Date: April 22, 2026 Time: 11:00 a.m. Eastern Time Location: www.virtualshareholdermeeting.com/PNC2026 Vote by 11:59 p.m. Eastern Time on April 21, 2026
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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 22, 2026.
Get informed before you vote
View the Notice of Annual Meeting and Proxy Statement and the 2025 Annual Report online OR you can receive a free paper or email copy of the materials by requesting them prior to April 8, 2026. 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 22, 2026 11:00 a.m. Eastern Time | ||||
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Point your camera here and vote without entering a | ||||||
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| | Attend the Meeting Virtually at: www.virtualshareholdermeeting.com/PNC2026 | |||||
*Please check the meeting materials for any special requirements for meeting attendance.
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 |
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| 1c. | Marjorie Rodgers Cheshire |
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For
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| 1d. | Douglas A. Dachille |
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For
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| 1e. | William S. Demchak |
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For
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| 1f. | Andrew T. Feldstein |
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For
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| 1g. | Richard J. Harshman |
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For
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| 1h. | Daniel R. Hesse |
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For
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| 1i. | Renu Khator |
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For
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| 1j. | Linda R. Medler |
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For
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| 1k. | Robert A. Niblock |
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For
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| 1l. | Martin Pfinsgraff |
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For
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| 1m. | Bryan S. Salesky |
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For
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| 2. | Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as PNC’s independent registered public accounting firm for 2026. | | For | |||
| 3. | Advisory vote to approve named executive officer compensation. |
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For | |||
| 4. | Approval of The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan. |
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For | |||
| NOTE: Authority also is given to vote on such other business as may properly come before the meeting or any adjournment or postponement thereof.
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| Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. |
V86444-P42165