STOCK TITAN

PNC Financial Services (NYSE: PNC) sells two $1B fixed/floating senior notes

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The PNC Financial Services Group, Inc. completed public offerings of $1,000,000,000 of 5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037 and $1,000,000,000 of 4.831% Fixed Rate/Floating Rate Senior Notes due July 19, 2030. These are senior debt securities collectively referred to as the Notes.

The Notes were sold under an Underwriting Agreement dated July 16, 2026 with PNC Capital Markets LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, and issued under an Indenture dated September 6, 2012, as supplemented on April 23, 2021. Related transaction documents and a legality opinion were filed as exhibits and incorporated by reference into PNC’s registration statement on Form S-3ASR.

Positive

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Negative

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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, and exhibit attachments filed with this report.
Principal (2037 Notes) $1,000,000,000 Aggregate principal amount of 5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037
Principal (2030 Notes) $1,000,000,000 Aggregate principal amount of 4.831% Fixed Rate/Floating Rate Senior Notes due July 19, 2030
Coupon Rate (2037 Notes) 5.463% Interest rate on Fixed Rate/Floating Rate Senior Notes due July 21, 2037
Coupon Rate (2030 Notes) 4.831% Interest rate on Fixed Rate/Floating Rate Senior Notes due July 19, 2030
Underwriting Agreement date July 16, 2026 Date of Underwriting Agreement for the public offerings of the Notes
Base Indenture date September 6, 2012 Date of Indenture between PNC and The Bank of New York Mellon governing the Notes
Supplemental Indenture date April 23, 2021 Date of Supplemental Indenture amending the Base Indenture
Fixed Rate/Floating Rate Senior Notes financial
"5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037"
Underwriting Agreement financial
"The Notes were sold pursuant to an Underwriting Agreement dated July 16, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Indenture financial
"The Notes were issued under an Indenture, dated as of September 6, 2012"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Supplemental Indenture financial
"as amended and supplemented by a First Supplemental Indenture, dated as of April 23, 2021"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Registration Statement on Form S-3ASR regulatory
"part of the Company’s Registration Statement on Form S-3ASR (File No. 333-283793)"
A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What securities did PNC (PNC) issue in its recent debt offerings?

PNC issued $1,000,000,000 of 5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037 and $1,000,000,000 of 4.831% Fixed Rate/Floating Rate Senior Notes due July 19, 2030 as public offerings under its shelf registration.

What are the interest rates and maturities of PNC (PNC)'s new senior notes?

The new PNC notes carry fixed coupon rates of 5.463% maturing July 21, 2037 and 4.831% maturing July 19, 2030. Both are Fixed Rate/Floating Rate Senior Notes issued as part of public offerings.

Who underwrote the new senior note offerings by PNC (PNC)?

The offerings were underwritten by PNC Capital Markets LLC, Goldman Sachs & Co. LLC, and Morgan Stanley & Co. LLC. These firms entered into an Underwriting Agreement with PNC dated July 16, 2026 covering both note tranches.

Under what indenture were PNC (PNC)'s new notes issued?

The notes were issued under an Indenture dated September 6, 2012, as amended by a Supplemental Indenture dated April 23, 2021, between PNC and The Bank of New York Mellon as trustee, governing these senior securities.

How are PNC (PNC)'s new note offerings linked to its shelf registration?

The offerings are described in a July 16, 2026 prospectus supplement filed July 17, 2026 to the prospectus in PNC’s Form S-3ASR registration statement, and key agreements and opinions are incorporated as exhibits into that registration.
0000713676false00007136762026-07-162026-07-16

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
July 16, 2026
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
Pennsylvania25-1435979
(State or other jurisdiction of(I.R.S. Employer
incorporation)Identification No.)
The Tower at PNC Plaza
300 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2401
(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 ClassTrading Symbol(s)
 Name of Each Exchange
    on Which Registered    
Common Stock, par value $5.00PNCNew York Stock Exchange
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 July 21, 2026, The PNC Financial Services Group, Inc. (the “Corporation”) completed the public offer and sale of (a) $1,000,000,000 aggregate principal amount of its 5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037, and (b) $1,000,000,000 aggregate principal amount of its 4.831% Fixed Rate/Floating Rate Senior Notes due July 19, 2030 (collectively, the “Notes”). The Notes were sold pursuant to an Underwriting Agreement dated July 16, 2026 (the “Underwriting Agreement”), entered into by the Corporation, PNC Capital Markets LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC. The Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated into this Item 8.01 by reference.

The Notes were issued under an Indenture, dated as of September 6, 2012 (the “Base Indenture”), as amended and supplemented by a First Supplemental Indenture, dated as of April 23, 2021 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Corporation and The Bank of New York Mellon, as trustee.

The underwritten offerings described in this Current Report on Form 8-K are more fully described in the prospectus supplement, dated July 16, 2026, and filed with the Securities and Exchange Commission (the “Commission”) on July 17, 2026, to the accompanying prospectus filed with the Commission on December 13, 2024, as part of the Company’s Registration Statement on Form S-3ASR (File No. 333-283793) (the “Registration Statement”). The above description of the Underwriting Agreement and the Indenture is qualified in its entirety by reference to the full text of such agreements. Copies of the Underwriting Agreement, the Base Indenture, the Supplemental Indenture and the Form of each Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively.

A copy of the legality opinion delivered by Kathryn Leonard, counsel to the Corporation in connection with the issuance of the Notes, is attached hereto as Exhibit 5.1.

This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection with the issuance of the Notes as exhibits to the Registration Statement, and such exhibits are hereby incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.
NumberDescriptionMethod of Filing
1.1
Underwriting Agreement, dated as of July 16, 2026

Filed herewith
4.1
Indenture, dated as of September 6, 2012, between the Corporation and The Bank of New York Mellon


Incorporated herein by reference to Exhibit 4.19 of Form S-3 filed on January 15, 2010, as amended by Post-Effective Amendment No. 1 filed on September 6, 2012

 
4.2
Supplemental Indenture, dated as of April 23, 2021, between the Corporation and The Bank of New York Mellon
Incorporated herein by reference to Exhibit 4.2 of Form 8-K filed on April 23, 2021
4.3
Form of 5.463% Fixed Rate/Floating Rate Senior Notes due July 21, 2037
Filed herewith
4.4
Form of 4.831% Fixed Rate/Floating Rate Senior Notes due July 19, 2030
Filed herewith
5.1
Opinion of Kathryn Leonard
Filed herewith
23.1
Consent of Kathryn Leonard (included in Exhibit 5.1)
Filed herewith
104The 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:July 21, 2026By:/s/ Gregory H. Kozich
Gregory H. Kozich
Senior Vice President and Controller
 
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Filing Exhibits & Attachments

7 documents