[8-K] PNC Financial Services Group Reports Material Event

Rhea-AI Filing Summary

Stitch Fix (SFIX) Form 144: An insider has filed notice to sell up to 50,000 Class A shares through Charles Schwab on or about 21 Jul 2025. Based on the filing’s reference value, the block is worth roughly $235,883. The shares originate from equity-compensation awards that vested on 14 Jun 2023 (3,196 sh), 11 Dec 2024 (25,520 sh) and 12 Mar 2025 (21,284 sh). No sales occurred during the prior three-month period. With 114.2 million shares outstanding, the proposed sale equals approximately 0.04 % of total float, suggesting a routine liquidity move rather than a material change in insider ownership.

Positive

• None.

Negative

• Insider intends to sell 50,000 shares, which, while small (0.04 % of float), can be interpreted as a modest negative sentiment signal.

Insights

Securities Analyst

TL;DR – Small insider sale; negligible ownership impact.

The Form 144 indicates an intent to sell 50 k shares valued at about $236 k—just 0.04 % of SFIX’s float. The stock came from regular vesting of restricted-stock awards and is being liquidated via a mainstream broker. No pattern of continuous selling is disclosed. The size and context point to routine diversification rather than negative signaling. I view the filing as neutral for share-price trajectory.

Corporate Governance Expert

TL;DR – Governance compliance filing; limited market relevance.

The insider is complying with Rule 144 disclosure requirements, highlighting transparency. Absence of a 10b5-1 plan date suggests discretionary timing, but the stake is immaterial. No red flags emerge regarding undisclosed adverse information. Overall governance posture remains intact; investor reaction should be muted.

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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 17, 2025

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 July 21, 2025, The PNC Financial Services Group, Inc. (the “Corporation”) completed the public offer and sale of $1,500,000,000 aggregate principal amount of its 5.373% Fixed Rate/Floating Rate Senior Notes due July 21, 2036 (the “Notes”). The Notes were sold pursuant to an Underwriting Agreement dated July 17, 2025 (the “Underwriting Agreement”) entered into by the Corporation, PNC Capital Markets LLC, Citigroup Global Markets Inc. and Goldman Sachs & 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 offering described in this Current Report on Form 8-K is more fully described in the prospectus supplement, dated July 17, 2025, and filed with the Securities and Exchange Commission (the “Commission”) on July 18, 2025, 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 Note are filed or incorporated by reference as Exhibits 1.1, 4.1, 4.2 and 4.3, respectively.

A copy of the legality opinion delivered by Laura Gleason, 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 July 17, 2025			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 5.373% Fixed Rate/Floating Rate Senior Note due July 21, 2036			Filed herewith
5.1			Opinion of Laura Gleason			Filed herewith
23.1			Consent of Laura Gleason (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:			July 21, 2025			By:			/s/ Gregory H. Kozich
									Gregory H. Kozich
									Senior Vice President and Controller

 

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FAQ

How many Stitch Fix shares are being sold under this Form 144?

The filing covers 50,000 Class A common shares.

What is the estimated market value of the proposed SFIX sale?

The aggregate value listed is $235,883.

When is the approximate sale date for the SFIX shares?

The filer states an approximate sale date of 07/21/2025.

What percentage of Stitch Fix’s outstanding shares does the sale represent?

The block equals about 0.04 % of the 114.2 million shares outstanding.

Where will the SFIX shares be sold?

The shares are slated for sale on the NASDAQ through Charles Schwab & Co.

How were the shares originally acquired by the insider?

All shares came from restricted-stock awards that vested between 2023 and 2025 as part of equity compensation.