The PNC Financial Services Group, Inc. proposes an offering of two senior note series due October 2029: fixed-rate/floating-rate notes and floating-rate notes. The notes are unsecured obligations ranking equally with PNC’s senior unsecured debt, but are structurally subordinated to creditors of its subsidiaries. The fixed/floating notes pay semiannually during the fixed-rate period through October 2028, then quarterly at a Compounded SOFR-based rate; the floating-rate notes pay quarterly at a Compounded SOFR-based rate. PNC expects to use proceeds for general corporate purposes, including subsidiary investments or advances, debt repayment, and repurchases or redemptions of PNC and subsidiary securities. The notes will not be exchange-listed, and no public trading market currently exists.
PNC reported unaudited preliminary third-quarter 2026 net income of $2.097 billion, compared with $1.822 billion in third-quarter 2025, and total revenue of $6.562 billion versus $5.915 billion. Net interest income was $4.206 billion, compared with $3.648 billion. At September 30, 2026, total assets were $627.816 billion and total deposits were $466.362 billion. Management prepared the preliminary results; PwC did not audit, review, examine, compile, or apply agreed-upon procedures to them.
PNC Financial Services Group, Inc. reported third-quarter 2026 net income of $2.097 billion, up 15% year over year, and diluted EPS of $4.97, up 14%. Revenue was $6.562 billion, up 11% year over year but down 5% from the linked quarter. Net interest income was $4.206 billion, up 15%; adjusted diluted EPS was $5.09, up 17%.
Third-quarter average loans were $372.2 billion, up 14% year over year, and average deposits were $461.2 billion, up 7%. PNC returned $1.4 billion to shareholders, including $0.8 billion in common dividends and $0.6 billion in share repurchases. The estimated Basel III CET1 capital ratio was 9.8%, compared with 10.7% on September 30, 2025.
For 2026, PNC projects average loans up approximately 13.5%, net interest income up approximately 15.5%, total revenue up approximately 13.7%, and noninterest expense up approximately 9.5% versus 2025. Revenue guidance excludes integration costs and significant items; expense guidance excludes expected non-recurring merger and integration costs and specified significant items. For fourth-quarter 2026, PNC expects net interest margin of 3.0% or higher.
The PNC Financial Services Group, Inc. reported third-quarter 2026 net income of $2.097 billion, up 15% year over year, and revenue of $6.562 billion, up 11% year over year but down 5% from the second quarter. Diluted EPS was $4.97; adjusted diluted EPS was $5.09, an increase of $0.24 from the second quarter after excluding integration costs and significant items. Net interest income increased 2% quarter over quarter to $4.206 billion, while fee income declined 6%.
Average loans were $372.2 billion and average deposits were $461.2 billion, increasing 2% and 1%, respectively, from the second quarter. Net loan charge-offs were $257 million, including $35 million related to the student-loan portfolio transfer; nonperforming loans were $2.194 billion, up 8% from June 30, 2026.
PNC returned $1.4 billion of capital in the quarter, including $0.8 billion in common dividends and $0.6 billion in share repurchases. The board declared a $2.00-per-share quarterly common dividend, payable November 5, 2026, to shareholders of record October 14, 2026. Fourth-quarter 2026 share repurchases were expected to approximate third-quarter levels.
PNC Financial Services Group, Inc. director Bryan Scott Salesky reported acquiring 119 phantom stock units on October 1, 2026, through the Deferred Compensation Plan as dividend equivalents in transactions exempt from reporting. The reported position after the transaction was 2,510 phantom stock units. Salesky also reported 5,779 directly held deferred stock units; each carries a right at retirement to one PNC common share, with cash settlement available in limited circumstances.
PNC director Robert A. Niblock acquired 59 phantom stock units on October 1, 2026, as dividend equivalents under the PNC Deferred Compensation Plan. His indirect position after the transaction was 2,086 phantom stock units. The filing also lists 5,779 directly held deferred stock units; each represents a right to receive one PNC common share at retirement or, in limited circumstances, cash equal to a share’s fair market value on the payment determination date.
PNC Financial Services Group, Inc. director Renu Khator acquired 119 phantom stock units on October 1, 2026, as dividend equivalents under PNC's Deferred Compensation Plan. Each unit is economically equivalent to one PNC common share and is settled in cash upon distribution. Her reported indirect position after the transaction was 3,774 phantom stock units; she also held 4,754 deferred stock units directly. Each deferred stock unit represents the right to receive one PNC common share at retirement or, in limited circumstances, cash equal to the share's fair market value.
PNC Financial Services Group director Daniel Hesse acquired 65 phantom stock units on October 1, 2026, through indirect holdings in the PNC Deferred Compensation Plan. His reported post-transaction position in that plan was 5,166 units on October 1, 2026; it includes dividend-equivalent units acquired in transactions exempt from reporting after his most recent Form 4. No Rule 10b5-1 plan is reported. His other listed positions on October 1, 2026, were 2,149 indirect phantom stock units under the PNC Outside Directors Deferred Stock Unit Plan and 12,743 direct deferred stock units under the PNC Directors Deferred Stock Unit Program.
PNC Financial Services Group, Inc. director Richard J. Harshman acquired 30 phantom stock units on October 1, 2026, held indirectly through the PNC Deferred Compensation Plan. His resulting position was 2,336 phantom stock units, including units acquired as dividend equivalents in transactions exempt from reporting after his most recent Form 4. He also held 9,828 deferred stock units directly under the PNC Directors Deferred Stock Unit Program; that amount includes dividend-equivalent units acquired in exempt transactions after his most recent Form 4. Each phantom stock unit is economically equivalent to one PNC common share and is settled in cash upon distribution.
PNC Financial Services Group, Inc. director Andrew T. Feldstein reported acquiring 176 phantom stock units on October 1, 2026, including dividend equivalents under the PNC Deferred Compensation Plan acquired in exempt transactions after his most recent Form 4. His reported post-transaction balance in that plan was 21,560 phantom stock units. His October 1 holdings also included 6,517 phantom stock units under the PNC Outside Directors Deferred Stock Unit Plan and 12,743 direct deferred stock units under the PNC Directors Deferred Stock Unit Program.
The PNC Financial Services Group, Inc. director Douglas A. Dachille acquired 30 phantom stock units on October 1, 2026, as dividend equivalents under the Deferred Compensation Plan; his indirect balance afterward was 306 units. He also reported 2,104 directly held deferred stock units, including units acquired as dividend equivalents under the directors’ program.