PNCPNC Financial Services
Deals with insiders in the proxy filed 2026-03-11
Deals between PNC and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-12.
Family relationships“PNC and its subsidiaries employ more than 55,000 employees. In instances where an employee is an “immediate family member” of an executive officer, director or director nominee of PNC, as defined by SEC regulations, such employee shall participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees. We identify below PNC’s employment relationships with any immediate family members of executive officers, directors or director nominees, in cases where such family member’s 2025 compensation exceeded $120,000.”
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Family relationships“Louis Cestello, Head of Regional Presidents, has a brother-in-law who works in the Corporate & Institutional Banking business segment. Mr. Cestello’s brother-in-law is employed in a non-executive officer capacity, does not reside in the same household as Mr. Cestello and does not report directly to a PNC executive officer.”
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New wording of the review policy 5 paragraphs without an amount or a name
Certain relationships and related transactions“In the ordinary course of business, PNC or its subsidiaries engage in transactions with or involving some of PNC’s directors, executive officers or their immediate family members or entities affiliated with the foregoing persons; BlackRock, Inc. and its affiliates (“BlackRock”); and The Vanguard Group, Inc. and its affiliates (“Vanguard”). According to their respective Schedule 13G/A filings with the SEC, BlackRock and Vanguard each beneficially own more than 5% of the outstanding shares of PNC common stock. A summary of those ordinary course transactions in 2025 is provided below. It is expected that such transactions shall continue and additional transactions may occur in the future.”
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Certain relationships and related transactions“We provide loans, other extensions of credit or other banking or financial services to some of PNC’s directors, executive officers, their immediate family members or entities affiliated with the foregoing persons.”
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Certain relationships and related transactions“We provide routine lending, treasury management, capital markets and other financial services to BlackRock and Vanguard. In addition, we may trade with, invest in, cause our clients to invest in or offer BlackRock or Vanguard mutual funds or other investment products to our clients. BlackRock serves as an asset manager for our pension plan and voluntary employees’ beneficiary association, and for certain investment options under our 401(k) plan. We engage in distribution, shareholder serv...”
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Certain relationships and related transactions“We believe our transactions with the foregoing parties reflect market terms and conditions. Loans or extensions of credit to the foregoing parties were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable facilities with persons not related to PNC, and did not involve more than the normal risk of collectability.”
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Family relationships“The employment of an immediate family member of an executive officer, director or director nominee and associated compensation is reportable to the Audit Committee or the N&G Committee, as applicable, and otherwise considered to be exempt from the Related Person Transactions Policy. In accordance with the Related Person Transactions Policy, the above relationship was reported to the Audit Committee.”
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The whole section
16 paragraphs quoted as filed
Related person transactions policy“PNC’s Related Person Transactions Policy provides a written framework for Board-level review of potential related person transactions and approval or ratification of related person transactions. The Audit Committee and the N&G Committee have each reviewed and approved this policy, A related person transaction is generally any transaction in which (1) PNC or its subsidiaries is or will be a participant, (2) the amount involved exceeds $120,000 and (3) a director or nominee, executive officer, family member or any beneficial owner of more than 5% of our common stock has or will have a direct or indirect material interest.”
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Related person transactions policy“A related person transaction may be completed or shall continue only if the appropriate Board committee approves the transaction as not inconsistent with the interests of PNC and its shareholders, and the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party.”
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Related person transactions policy“The Presiding Director shall assign responsibility for reviewing the transaction to the full Board, a Board committee solely composed of independent directors, or such PNC officers or management-level committee as the Presiding Director determines to be appropriate.”
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Related person transactions policy“In general, a potential related person transaction that involves a director shall be reviewed by the N&G Committee, as the transaction could also impact independence. A transaction that involves an executive officer or beneficial owner of more than 5% of our common stock shall be reviewed by the Audit Committee.”
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Related person transactions policy“Approval or disapproval of each related person transaction shall be reported to the full Board.”
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Related person transactions policy“The Audit Committee and the N&G Committee have determined that certain types of transactions do not create or involve a direct or indirect material interest on the part of the related person and therefore do not require review or approval under the Related Person Transactions Policy. These include, for example:”
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Related person transactions policy“Indebtedness due from the related person for purchases of goods and services subject to usual trade terms, for ordinary business travel and expense payments and for other transactions in the ordinary course of business;”
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Related person transactions policy“Loans or other extensions of credit from PNC’s bank subsidiary, provided that the loans are not disclosed as nonaccrual, past due, restructured or potential problems and comply with the Federal Reserve Board’s Regulation O;”
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Related person transactions policy“Capital market transactions, financial services and financial advisory services, where the pricing and terms of such transactions are comparable to those which could be obtained in arm’s-length dealings with an unrelated party; and Cash management services, overdraft facilities, credit facilities, foreign exchange transactions, investment brokerage, securities reverse repurchase transactions, clearing and settlement services, syndicated loan agency and other ordinary course products and services provided on terms that are consistent with market terms for such products and services.”
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Certain relationships and related transactions“In the ordinary course of business, PNC or its subsidiaries engage in transactions with or involving some of PNC’s directors, executive officers or their immediate family members or entities affiliated with the foregoing persons; BlackRock, Inc. and its affiliates (“BlackRock”); and The Vanguard Group, Inc. and its affiliates (“Vanguard”). According to their respective Schedule 13G/A filings with the SEC, BlackRock and Vanguard each beneficially own more than 5% of the outstanding shares of PNC common stock. A summary of those ordinary course transactions in 2025 is provided below. It is expected that such transactions shall continue and additional transactions may occur in the future.”
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Certain relationships and related transactions“We provide loans, other extensions of credit or other banking or financial services to some of PNC’s directors, executive officers, their immediate family members or entities affiliated with the foregoing persons.”
Read it in the proxy ↗
Certain relationships and related transactions“We provide routine lending, treasury management, capital markets and other financial services to BlackRock and Vanguard. In addition, we may trade with, invest in, cause our clients to invest in or offer BlackRock or Vanguard mutual funds or other investment products to our clients. BlackRock serves as an asset manager for our pension plan and voluntary employees’ beneficiary association, and for certain investment options under our 401(k) plan. We engage in distribution, shareholder serv...”
Read it in the proxy ↗
Certain relationships and related transactions“We believe our transactions with the foregoing parties reflect market terms and conditions. Loans or extensions of credit to the foregoing parties were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable facilities with persons not related to PNC, and did not involve more than the normal risk of collectability.”
Read it in the proxy ↗
Family relationships“PNC and its subsidiaries employ more than 55,000 employees. In instances where an employee is an “immediate family member” of an executive officer, director or director nominee of PNC, as defined by SEC regulations, such employee shall participate in compensation and incentive plans or arrangements on the same basis as other similarly situated employees. We identify below PNC’s employment relationships with any immediate family members of executive officers, directors or director nominees, in cases where such family member’s 2025 compensation exceeded $120,000.”
Read it in the proxy ↗
Family relationships“Louis Cestello, Head of Regional Presidents, has a brother-in-law who works in the Corporate & Institutional Banking business segment. Mr. Cestello’s brother-in-law is employed in a non-executive officer capacity, does not reside in the same household as Mr. Cestello and does not report directly to a PNC executive officer.”
Read it in the proxy ↗
Family relationships“The employment of an immediate family member of an executive officer, director or director nominee and associated compensation is reportable to the Audit Committee or the N&G Committee, as applicable, and otherwise considered to be exempt from the Related Person Transactions Policy. In accordance with the Related Person Transactions Policy, the above relationship was reported to the Audit Committee.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗