Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item regarding security ownership of certain beneficial owners and management is included under the caption “Security Ownership of Management and Certain Beneficial Owners” in our Proxy Statement to be filed for the 2023 annual meeting of shareholders and is incorporated herein by reference.

Information regarding our compensation plans under which PNC equity securities are authorized for issuance as of December 31, 2022 is included in the table which follows. For additional information regarding these plans, see Note 18 Stock Based Compensation Plans.

Equity Compensation Plan Information

At December 31, 2022


	(a)		(b)		(c)
	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights (1)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category
Equity compensation plans approved by security holders	4,324,886	(2)	$	63.87	20,020,179	(3)
Equity compensation plans not approved by security holders
Total	4,324,886		$	63.87	20,020,179

(1) – The weighted-average exercise price does not take into account restricted stock units or incentive performance units because they have no exercise price.

(2) – Of this total, the following amounts relate to the 2016 Incentive Award Plan (2016 Incentive Plan), approved by shareholders on April 26, 2016: 3,338,653 are stock-payable restricted stock units (at a maximum share award level), 871,648 are performance share units (at maximum share award level) and 59,658 are deferred stock units (at a maximum share award level). Also included in this total are the following amounts that relate to the 2006 Incentive Award Plan, as amended and restated (2006 Incentive Plan): 10,750 are stock options and 44,177 are stock-payable restricted stock units (at a maximum award level).

Following shareholder approval of the 2016 Incentive Plan, no further grants were permitted under the 2006 Incentive Plan, and the balance of shares authorized but unissued under the 2006 Incentive Plan were made available under the 2016 Incentive Plan.

(3) – Includes 1,786,148 shares available for issuance under the Employee Stock Purchase Plan, of which 106,038 shares are subject to purchase during the purchase period ending December 31, 2022. The amount available for awards under the 2016 Incentive Plan is 18,234,031.

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