PNC creates 7.250% Series X preferred and completes FirstBank deal

The PNC Financial Services Group, Inc. established a new class of preferred stock in connection with its acquisition of FirstBank Holding Company.

Rhea-AI Filing Summary

The PNC Financial Services Group, Inc. established a new class of preferred stock in connection with its acquisition of FirstBank Holding Company. PNC created the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X, with 200,000 authorized shares, and issued 115,200 shares of this Series X preferred to former holders of FirstBank’s 7.250% Series B preferred stock at the effective time of the first merger step.

The new Series X preferred ranks senior to PNC common stock for dividends and liquidation, and on parity with other series of PNC preferred stock that are designated to rank equally. Holders have no conversion rights into other PNC securities, and PNC generally cannot pay dividends on junior securities unless dividends on Series X for the latest period are paid or set aside. PNC also confirmed that the two-step merger with FirstBank has been completed and disclosed a related press release.

Insights

Bank capital structure and M&A analyst

PNC completes a two-step bank merger and adds a new preferred series.

PNC has completed its two-step merger with FirstBank Holding Company and created a new preferred stock class, the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X. The company authorized 200,000 Series X shares and issued 115,200 shares to replace FirstBank’s existing 7.250% Series B preferred, aligning the acquired capital instruments with PNC’s structure.

The Series X preferred ranks senior to common stock and on parity with other designated preferred series for dividends and liquidation, which clarifies priority in stress scenarios. Its non-cumulative feature means missed dividends do not accrue, and the dividend‑stopper provision restricts dividends on junior securities if current Series X dividends are unpaid, reinforcing protections for preferred holders.

The filing also notes that Series X is non-convertible into other PNC securities, so it functions purely as an income-oriented capital instrument rather than a potential source of equity dilution. A related press release announcing completion of the mergers is referenced, indicating the transaction has moved from agreement stage to closing on January 5, 2026.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did PNC (PNC) announce regarding its merger with FirstBank?

PNC disclosed that the two-step merger with FirstBank Holding Company has been completed. Summit Merger Sub I, Inc. first merged with FirstBank, and immediately afterward FirstBank merged with PNC, with PNC as the surviving entity. A press release dated January 5, 2026 describing the completion is attached as Exhibit 99.1.

What is PNCs new 7.250% Series X preferred stock?

PNC created the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X, with a par value of $1,000 per share. It is a perpetual, non-cumulative preferred stock carrying a 7.250% fixed-rate reset dividend, with specific rights and limitations set out in a Statement with Respect to Shares filed in Pennsylvania.

How many shares of PNC Series X preferred stock were authorized and issued?

PNC established 200,000 authorized shares of Series X preferred stock. At the effective time of the first merger step with FirstBank, PNC issued 115,200 shares of Series X preferred stock to former holders of FirstBanks 7.250% Series B preferred stock.

Where does PNCs Series X preferred rank relative to common and other preferred stock?

Series X preferred stock ranks senior to PNC common stock and to other junior capital stock with respect to dividends and liquidation distributions. It ranks on parity with each series of PNC preferred stock and other capital stock that expressly provides for equal ranking with Series X.

Can holders convert PNC Series X preferred stock into other PNC securities?

No. The filing states that holders of shares of PNC Series X Preferred Stock do not have any rights to convert those shares into shares of any other class or series of securities of PNC.

How does the Series X preferred affect PNCs ability to pay dividends on common stock?

Under the Series X terms, PNC may not declare or pay, or set apart funds for, dividends on junior securities, including common stock, for so long as any Series X share is outstanding, unless dividends for the most recently completed dividend period on all Series X shares have been paid in full or a sufficient amount has been set aside, subject to certain exceptions.

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

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Accepted by SEC EDGAR 01/05/2026 - 12:06 PM Learn about SEC filing dates

0000713676falseDecember 3100007136762026-01-052026-01-05

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

January 5, 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

Pennsylvania			25-1435979
(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 Class			Trading Symbol(s)			Name of Each Exchange     on Which Registered
Common Stock, par value $5.00			PNC			New 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 3.03. Material Modification to Rights of Security Holders.

On January 5, 2026, The PNC Financial Services Group, Inc. (“PNC”) filed a Statement with Respect to Shares (the “Statement”) with the Secretary of State of the Commonwealth of Pennsylvania establishing the rights, preferences, privileges, qualifications, restrictions and limitations of a new series of PNC preferred stock designated as the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X, $1,000 par value per share (the “PNC Series X Preferred Stock”). The Statement was filed in connection with PNC’s previously announced entry into an Agreement and Plan of Merger, dated as of September 5, 2025, by and among PNC, Summit Merger Sub I, Inc. (“Merger Sub”), and FirstBank Holding Company (“FirstBank”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub merged with and into FirstBank, with FirstBank continuing as the surviving entity (the “First Step Merger”) and, immediately thereafter, FirstBank merged with and into PNC, with PNC continuing as the surviving entity (the “Second Step Merger” and, together with the First Step Merger, the “Mergers”). At the effective time of the First Step Merger, PNC issued 115,200 shares of PNC Series X Preferred Stock to former holders of 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $1,000 per share, of FirstBank (“FirstBank Series B Preferred Stock”).

PNC Series X Preferred Stock ranks, with respect to the payment of dividends and distribution of assets upon liquidation, dissolution, or winding-up of PNC, (i) senior to PNC common stock and to any other class or series of capital stock of PNC, other than each series of PNC preferred stock that, by its terms, expressly provides that it ranks pari passu with PNC Series X Preferred Stock and (ii) on parity with each series of PNC preferred stock and any other class or series of capital stock of PNC that, by its terms, expressly provides that it ranks pari passu with PNC Series X Preferred Stock. The holders of shares of PNC Series X Preferred Stock will not have any rights to convert such shares into shares of any other class or series of securities of PNC.

Under the terms of PNC Series X Preferred Stock, PNC may not declare or pay or set apart funds for the payment of dividends on any junior securities for so long as any share of PNC Series X Preferred Stock remains outstanding, unless dividends on all outstanding shares of PNC Series X Preferred Stock for the most recently completed dividend period have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment (subject to certain exceptions).

The foregoing summary and referenced description of the Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Statement, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the First Step Merger and in accordance with the Merger Agreement, PNC filed a Statement with the Secretary of State of the Commonwealth of Pennsylvania establishing PNC Series X Preferred Stock consisting of 200,000 authorized shares. The Statement became effective on January 5, 2026, immediately prior to the closing of the Mergers. For a description of the Statement, see the section in the Registration Statement on Form S-4 and the Proxy Statement/Prospectus included therein entitled “Description of New PNC Preferred Stock.”

The foregoing summary and referenced description of the Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Statement, a copy of which is filed as Exhibit 3.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 5, 2026, PNC issued a press release announcing the completion of the Mergers, a copy of which is attached as Exhibit 99.1 to this Report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Number			Description			Method of Filing
3.1			Statement with Respect to Shares of the 7.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series X.			Filed herewith
99.1			Press release of The PNC Financial Services Group, Inc., dated January 5, 2026.			Furnished 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:			January 5, 2026			By:			/s/ Gregory H. Kozich
									Gregory H. Kozich
									Senior Vice President and Controller

 

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