PNC FINANCIAL SERVICES GROUP, INC.
For the period ended Apr 22, 2026. Filed Mar 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 22, 2026 · Filed Mar 11, 2026
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Cover page
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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. )
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| ☐ | 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 |
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Letter from the Chairman and Chief Executive Officer to Our Shareholders
Dear Shareholders,
It is my pleasure to invite you to attend the 2026 Annual Meeting of Shareholders of The PNC Financial Services Group, Inc. The annual meeting will be held on Wednesday, April 22, 2026, at 11:00 a.m. Eastern Time in a virtual-only format via webcast.
We will consider the matters described in the proxy statement and also review business developments since last year’s annual meeting of shareholders.
We are again making our proxy materials available to you electronically. We hope this continues to offer you convenience while allowing us to reduce the number of copies we print.
The proxy statement contains important information, and you should read it carefully. Your vote is important, and we strongly encourage you to vote your shares using one of the voting methods described in the proxy statement. Please see the notice that follows for more information.
We look forward to your participation and thank you for your support of PNC.
| March 11, 2026 | Sincerely, |
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William S. Demchak
Chairman and Chief Executive Officer
Letter from thePresiding Director toOur Shareholders
Fellow Shareholders,
On behalf of the independent directors, thank you for your continued trust and support of PNC.
2025 was a strong year for the company. PNC delivered the best financial performance in its history, reflecting disciplined execution, balanced growth, and continued investment in the franchise. The Board remains confident in management’s strategy and ability to deliver long-term value.
In a banking environment shaped by economic uncertainty, consolidation, and rapid technological change, the Board focused its oversight on capital allocation, risk discipline, leadership strength, and major strategic investments. Management executed with the Smart, Steady, Strategic approach that has long defined PNC.
Scale and discipline are increasingly important, particularly in retail banking. The Board supports management’s focus on organic growth, selective investment, and thoughtful expansion, including the acceleration of the branch strategy and continued modernization of technology and payments capabilities. These actions are intended to strengthen PNC’s competitive position while maintaining financial and risk discipline.
The Board also remains focused on leadership and governance. In 2025, PNC further strengthened its senior leadership team with the appointment of Mark Wiedman as President. Oversight of risk, capital strength, cybersecurity, and regulatory matters continues to be a priority, and PNC’s strong capital position and sound credit profile support confidence across economic cycles.
We recognize the contributions of PNC’s employees, whose execution and commitment are fundamental to the company’s performance.
Looking ahead, the Board believes PNC is well positioned for continued success. As independent directors, we remain committed to engaged oversight and governance practices that serve the best interests of PNC’s shareholders.
| March 11, 2026 | Sincerely, |
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Andrew Feldstein
Presiding Director
Notice of Annual Meeting of Shareholders
Wednesday, April 22, 2026
11:00 a.m. Eastern Time
Virtual-only Annual Meeting
Our 2026 Annual Meeting of Shareholders will be held in a virtual-only format online via webcast on Wednesday, April 22, 2026, at 11:00 a.m. Eastern Time. The annual meeting will be accessible online, including to vote and/or submit questions, atwww.virtualshareholdermeeting.com/PNC2026. Even if you plan to attend the virtual annual meeting, we encourage you to vote in advance by proxy to ensure your vote is received.
Items of Business
| 1. | Election of the 13 director nominees named in this proxy statement to serve until the next annual meeting and until their successors are elected and qualified |
| 2. | Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 |
| 3. | Advisory vote to approve named executive officer compensation |
| 4. | Approval of The PNC Financial Services Group, Inc. 2026 Omnibus Equity Incentive Plan |
We will also consider such other business as may properly come before the meeting.
Record Date
The close of business on January 30, 2026 is the record date for determining the shareholders entitled to receive notice of and to vote at the annual meeting and any adjournment or postponement thereof.
Materials to Review
Our proxy materials became accessible to shareholders starting on March 11, 2026. Shareholders will receive via mail or email our proxy materials or a Notice of Internet Availability of Proxy Materials explaining how to access our proxy materials on proxyvote.com. Instructions for voting by proxy are included in our proxy materials.
| March 11, 2026 | By Order of the Board of Directors, |
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| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: | Laura Gleason Corporate Secretary |
| This Notice of Annual Meeting and Proxy Statement and the 2025 Annual Report are available at www.proxyvote.com | |
THE PNC FINANCIAL SERVICES GROUP, INC. - 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.