PNC issues $1.65B senior notes due 2029

The PNC Financial Services Group, Inc. completed a public debt offering, issuing $1.35 billion of 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029 and $300 million of Senior Floating Rate Notes due the same date.

Rhea-AI Filing Summary

The PNC Financial Services Group, Inc. completed a public debt offering, issuing $1.35 billion of 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029 and $300 million of Senior Floating Rate Notes due the same date. The notes were sold under an underwriting agreement with PNC Capital Markets LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, and issued pursuant to an existing indenture with The Bank of New York Mellon as trustee.

Insights

Bank capital structure analyst

PNC adds $1.65B of senior debt maturing in 2029.

PNC Financial has issued senior notes totaling $1.65 billion, split between fixed-to-floating and floating-rate structures, both maturing on October 26, 2029. These instruments sit high in the capital stack and are typical funding tools for large banks.

The 4.618% fixed rate/floating rate tranche locks in a stated coupon initially, then moves to a floating benchmark, while the other tranche is floating from issuance. Both series are issued under an existing Indenture with The Bank of New York Mellon and sold via a syndicated underwriting agreement.

This transaction modestly extends and diversifies PNC’s funding profile using its automatic shelf registration on Form S-3ASR. Actual balance-sheet impact will be seen in future financial statements, where the new senior notes will appear within long-term debt.

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

Fixed/Floating Senior Notes: $1,350,000,000 aggregate principal amount Senior Floating Rate Notes: $300,000,000 aggregate principal amount Total senior notes issued: $1,650,000,000 aggregate principal amount +5 more

8 metrics

Fixed/Floating Senior Notes $1,350,000,000 aggregate principal amount 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029

Senior Floating Rate Notes $300,000,000 aggregate principal amount Senior Floating Rate Notes due October 26, 2029

Total senior notes issued $1,650,000,000 aggregate principal amount Combined size of both note tranches issued May 26, 2026

Coupon on fixed/floating notes 4.618% Interest rate on $1.35B Fixed Rate/Floating Rate Senior Notes

Indenture date September 6, 2012 Date of Base Indenture with The Bank of New York Mellon

Supplemental Indenture date April 23, 2021 First Supplemental Indenture amending the Base Indenture

Underwriting Agreement date May 20, 2026 Date of underwriting agreement for the senior notes

Maturity date October 26, 2029 Maturity for both series of senior notes

Key Terms

Indenture, prospectus supplement, Registration Statement on Form S-3ASR, Senior Notes, +1 more

5 terms

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.

prospectus supplement regulatory

"more fully described in the prospectus supplement, dated May 20, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Registration Statement on Form S-3ASR regulatory

"as part of the Company’s Registration Statement on Form S-3ASR"

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.

Senior Notes financial

"4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

legality opinion regulatory

"A copy of the legality opinion delivered by Kathryn Leonard"

FAQ

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

What debt did PNC (PNC) issue in its May 2026 transaction?

PNC issued two tranches of senior notes totaling $1.65 billion. The bank sold $1.35 billion of 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029, and $300 million of Senior Floating Rate Notes due the same date in a public offering.

What is the maturity date of PNC’s new senior notes offering?

Both series of PNC’s newly issued senior notes mature on October 26, 2029. This includes the $1.35 billion 4.618% Fixed Rate/Floating Rate Senior Notes and the $300 million Senior Floating Rate Notes, providing medium-term funding within PNC’s capital structure.

What interest rate applies to PNC’s $1.35 billion senior notes?

The $1.35 billion senior notes carry a 4.618% fixed rate initially. They are designated as 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029, meaning they start with a fixed coupon and later convert to a floating rate as specified in the documentation.

Who underwrote PNC’s May 2026 senior notes offering?

The offering was underwritten by PNC Capital Markets LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC. These firms entered into an underwriting agreement with PNC dated May 20, 2026, to distribute the $1.65 billion of senior notes to investors.

Under what indenture were PNC’s 2029 senior notes issued?

The notes were issued under an existing indenture with The Bank of New York Mellon. Specifically, they rely on the Indenture dated September 6, 2012, as amended by a First Supplemental Indenture dated April 23, 2021, which together govern the senior notes’ terms.

How were PNC’s new senior notes registered with the SEC?

The notes were issued under PNC’s automatic shelf registration on Form S-3ASR. They are described in a prospectus supplement dated May 20, 2026, filed May 21, 2026, which supplements the base prospectus included in the Form S-3ASR registration statement.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:15 PM EDT Learn about SEC filing dates

0000713676false00007136762026-05-202026-05-20

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

May 20, 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 8.01 Other Events.

On May 26, 2026, The PNC Financial Services Group, Inc. (the “Corporation”) completed the public offer and sale of (a) $1,350,000,000 aggregate principal amount of its 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029, and (b) $300,000,000 aggregate principal amount of its Senior Floating Rate Notes due October 26, 2029 (collectively, the “Notes”). The Notes were sold pursuant to an Underwriting Agreement dated May 20, 2026 (the “Underwriting Agreement”), entered into by the Corporation, PNC Capital Markets LLC, Citigroup Global Markets Inc. 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 May 20, 2026, and filed with the Securities and Exchange Commission (the “Commission”) on May 21, 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.

Number			Description			Method of Filing
1.1			Underwriting Agreement, dated as of May 20, 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			Incorporated herein by reference to Exhibit 4.2 of Form 8-K filed on April 23, 2021
4.3			Form of 4.618% Fixed Rate/Floating Rate Senior Notes due October 26, 2029			Filed herewith
4.4			Form of Senior Floating Rate Notes due October 26, 2029			Filed herewith
5.1			Opinion of Kathryn Leonard			Filed herewith
23.1			Consent of Kathryn Leonard (included in Exhibit 5.1)			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:			May 26, 2026			By:			/s/ Gregory H. Kozich
									Gregory H. Kozich
									Senior Vice President and Controller

 

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Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 182.3 KB
• EX-4.3 EX-4.3 86.7 KB
• EX-4.4 EX-4.4 76.9 KB
• EX-5.1 EX-5.1 7.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB