PNC Financial to redeem $525M in depositary shares
The $1,000 redemption price excludes declared but unpaid dividends, which are payable on the redemption date to holders of record on a prior date set by PNC's board.
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Form Type
8-K
Rhea-AI Filing Summary
The PNC Financial Services Group, Inc. (PNC) announced redemption of $525,000,000 of Depositary Shares representing interests in its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S. All 525,000 Depositary Shares currently outstanding will be redeemed at $1,000 per share on November 1, 2026, with the date shifting to November 2, 2026 because November 1 is a non-business day. Each Depositary Share represents a 1/100th interest in one share of the preferred stock. The redemption price excludes declared but unpaid dividends; any semiannual dividend declared but unpaid before redemption will be paid on the redemption date to holders of record on a date set by PNC’s board before redemption. Computershare Trust Company, N.A., the Depositary, will pay DTC under the Deposit Agreement.
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Announced redemption amount: $525,000,000 of Depositary Shares
Depositary Shares outstanding to be redeemed: 525,000 shares
Redemption price: $1,000 per Depositary Share
+2 more
5 metrics
Announced redemption amount
$525,000,000 of Depositary Shares
Series S preferred stock interests
Depositary Shares outstanding to be redeemed
525,000 shares
All currently outstanding Depositary Shares
Redemption price
$1,000 per Depositary Share
Excludes declared but unpaid dividends
Interest represented
1/100th interest
Each Depositary Share represents an interest in one share of Series S Preferred Stock
Redemption date
November 2, 2026
Date shifts from November 1, 2026 due to a non-business day
Key Terms
Depositary Shares, Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, redemption price, Deposit Agreement
4 terms
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock financial
"Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S"
A fixed-to-floating rate non-cumulative perpetual preferred stock is a hybrid investment that pays a set dividend for an initial period and then switches to a variable dividend tied to market rates, has no maturity date so the principal isn’t repaid, and does not require the issuer to make up missed dividend payments. Investors care because it offers income that can rise with interest rates but carries call, credit and interest-rate risk and sits ahead of common shares for payouts.
redemption price financial
"redeemed at a redemption price of $1,000 per Depositary Share"
The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.
Deposit Agreement financial
"in accordance with the Deposit Agreement governing the Depositary Shares"
A deposit agreement is a written contract between a customer and a financial institution that outlines the terms for opening and maintaining a deposit account, such as a savings or checking account. It explains important details like how funds can be accessed, any fees involved, and the institution’s responsibilities. For investors, understanding this agreement is important because it clarifies their rights and the rules governing their deposited funds.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How does PNC handle declared but unpaid dividends on the redemption date?
The $1,000 redemption price does not include declared but unpaid dividends. Any semiannual dividend declared but unpaid before redemption will be paid on the redemption date to holders of record on a date before redemption set by PNC’s board.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
THE PNC FINANCIAL SERVICES GROUP, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-09718
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation) | Identification No.) | ||||
The Tower at PNC Plaza
(Address of principal executive offices, including zip code)
(888 ) 762-2265
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On September 29, 2026, The PNC Financial Services Group, Inc. (“PNC”) issued a press release announcing the redemption on November 1, 2026 (which, due to the occurrence of a non-business day, will shift to November 2, 2026) of $525,000,000 of Depositary Shares (CUSIP: 693475 AQ8) (the “Depositary Shares”) representing interests in PNC’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S (the “Series S Preferred Stock”). Each Depositary Share represents a 1/100th interest in a share of the Series S Preferred Stock. All 525,000 Depositary Shares currently outstanding will be redeemed. The Depositary Shares will be redeemed at a redemption price of $1,000 per Depositary Share. Such redemption price does not include any declared but unpaid dividends. Any semiannual dividend declared but not paid prior to the redemption date will be paid on the redemption date to holders of record on a date prior to the redemption set by the board of directors of PNC.
The Depositary Shares are held through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Trust Company, N.A., the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | Method of Filing | ||||||
| 99.1 | Press Release dated September 29, 2026 | Filed herewith | ||||||
| 104 | The cover page of this Current Report on Form 8-K, formatted as an inline XBRL. | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
THE PNC FINANCIAL SERVICES GROUP, INC. (Registrant) | |||||||||||
| Date: | September 29, 2026 | By: | /s/ Gregory H. Kozich | ||||||||
| Gregory H. Kozich | |||||||||||
| Senior Vice President and Controller | |||||||||||
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News Release CONTACTS MEDIA: Anne Pace (631) 338-3268 anne.pace@pnc.com INVESTORS: Bryan Gill (412) 768-4143 investor.relations@pnc.com PNC Announces Redemption of all Depositary Shares Representing Interests in Series S Preferred Stock PITTSBURGH, Sept. 29, 2026 – The PNC Financial Services Group, Inc. (NYSE: PNC) today announced the redemption on Nov. 1, 2026 (which, due to the occurrence of a non-business day, will shift to Nov. 2, 2026), of $525,000,000 of Depositary Shares (CUSIP: 693475 AQ8) (the “Depositary Shares”) representing interests in PNC’s Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S (the “Series S Preferred Stock”). Each Depositary Share represents a 1/100th interest in a share of the Series S Preferred Stock. All 525,000 Depositary Shares currently outstanding will be redeemed. The Depositary Shares will be redeemed at a redemption price of $1,000 per Depositary Share. Such redemption price does not include any declared but unpaid dividends. Any semiannual dividend declared but not paid prior to the redemption date will be paid on the redemption date to holders of record on a date prior to the redemption set by the board of directors of PNC. The Depositary Shares are held through the Depository Trust Company (“DTC”) and will be redeemed in accordance with the procedures of DTC. Payment to DTC will be made by Computershare Trust Company, N.A., the Depositary, in accordance with the Deposit Agreement governing the Depositary Shares. The address for Computershare Trust Company, N.A., is P.O. Box 43078, Providence, RI, 02940 or, for courier delivery, 150 Royall Street, Canton, MA 02021. The PNC Financial Services Group, Inc. is one of the largest diversified financial services institutions in the United States, organized around its customers and communities for strong relationships and local delivery of retail and business banking including a full range of lending products; specialized services for corporations and government entities, including corporate banking, real estate finance and asset-based lending; wealth management and asset management. For information about PNC, visit www.pnc.com. # # # Exhibit 99.1