A Dark Vector Cognition product

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

2K characters. Original on sec.gov · Markdown

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 2025 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, 2024 is included in the table which follows. For additional information regarding these plans, see Note 17 Stock Based Compensation Plans.

Equity Compensation Plan Information

At December 31, 2024

(a)(b)
Number of securities to be issued upon exercise of outstanding options, warrants and rightsNumber 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 holders5,259,956(1)13,154,927(2)
Equity compensation plans not approved by security holders
Total5,259,95613,154,927

(1) – Includes the following amounts related to the 2016 Incentive Award Plan (2016 Incentive Plan), approved by shareholders on April 26, 2016: 4,313,944 are stock-payable restricted stock units (at a maximum share award level), 866,135 are performance share units (at maximum share award level) and 79,877 are deferred stock units (at a maximum share award level). The restricted stock units and incentive performance units have no exercise price.

(2) – Includes 4,328,986 shares available for issuance under the Employee Stock Purchase Plan, of which 84,667 shares are subject to purchase during the purchase period ending December 31, 2024. The amount available for awards under the 2016 Incentive Plan is 8,825,941.

Previous: Item 11. EXECUTIVE COMPENSATION · Next: Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE