The PNC Financial Services Group (PNC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 22, 2026, at 11:00 a.m. Eastern Time, to be held virtually.

• Shareholders are invited to vote on key proposals, including director elections and executive compensation.

• Proxy materials and the 2025 Annual Report are available online, with options for paper or email copies upon request.

Voting matters and shareholder proposals

• Election of 13 directors is up for shareholder approval, with all nominees recommended by the board.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026.

• Advisory vote on named executive officer compensation (say-on-pay) is included.

• Approval sought for the 2026 Omnibus Equity Incentive Plan.

• Authority granted to vote on other business that may arise during the meeting.

Board of directors and corporate governance

• Board recommends all director nominees for election at the annual meeting.

• Nominees include a diverse group of experienced professionals from various industries.