PNC FINANCIAL SERVICES GROUP, INC. (PNC) SEC Filings, Jul 6-24, 2026

PNC Financial Services filed to permit the public sale of common stock previously received as compensation. The planned transaction covers 1,200 shares of common stock with an aggregate value of $302,552.77, to be sold through Merrill Lynch on the NYSE with an anticipated sale date of July 22, 2026. These shares were originally acquired as stock bonus awards from the company in February 2025.

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.

The PNC Financial Services Group, Inc. is offering $2,000,000,000 of senior unsecured debt in two tranches: $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. Both series pay fixed interest semi-annually from July 21, 2026 until one year before maturity, then convert to a floating rate of Compounded SOFR plus 1.267% (2037 notes) or Compounded SOFR plus 0.798% (2030 notes), paid quarterly. PNC may redeem the notes at par on the respective par call dates and earlier at a make-whole premium based on the Treasury Rate plus 15 or 10 basis points, as applicable. Estimated net proceeds are $1,990,300,000, to be used for general corporate purposes including subsidiary funding, debt repayment, and potential repurchases or redemptions of PNC securities.

PNC also provides unaudited preliminary results for the quarter ended June 30, 2026, reporting net income of $2.1 billion on total revenue of $6.9 billion. At June 30, 2026, total assets were $616.0 billion, total deposits $449.8 billion, and common shareholders’ equity $58.1 billion, with book value per common share of $145.52.

The PNC Financial Services Group, Inc. is offering three tranches of senior unsecured notes: two fixed rate/floating rate senior notes maturing in July 2030 and July 2037, and a senior floating rate note maturing in July 2030. The fixed/floating series pay a fixed rate semi-annually before switching to a floating rate based on Compounded SOFR plus a spread, while the floating series pays Compounded SOFR plus a spread throughout, with quarterly payments. The notes rank equally with PNC’s other senior unsecured debt, have no sinking fund, are redeemable at PNC’s option at specified times and prices, and are not insured by the FDIC. Net proceeds are expected to be used for general corporate purposes.

PNC also presents preliminary results for the quarter ended June 30, 2026, reporting net income of $2.1 billion on total revenue of $6.9 billion. At June 30, 2026, total assets were $616.0 billion, loans $368.0 billion, deposits $449.8 billion and common shareholders’ equity $58.1 billion, with book value per common share of $145.52. The disclosure highlights risks including holding-company structural subordination, limited covenants in the indenture, optional redemption, credit rating sensitivity, and complexities and market risks associated with SOFR-based floating rates and potential benchmark transitions.

The PNC Financial Services Group, Inc. reported strong second-quarter 2026 results, with net income of $2.1 billion and diluted EPS of $4.81, or $4.85 on a non-GAAP adjusted basis. Total revenue was $6,875 million, up 21% year over year, and pretax, pre-provision earnings rose 22%.

Average loans grew 13% year over year to $363.2 billion and deposits 8% to $457.0 billion, while credit metrics improved: nonperforming loans were 0.55% of total loans and net charge-offs were 0.25% of average loans. The Basel III CET1 capital ratio was 9.9%, and tangible book value per common share reached $111.09.

PNC returned $1.3 billion to shareholders in the quarter, including $0.7 billion in common dividends and $0.6 billion of share repurchases, and announced an 18% dividend increase to $2.00 per share. Updated 2026 guidance calls for total revenue up ~13% versus 2025 and net interest income up 15%–15.5%, with average loans up ~12.5%.

The PNC Financial Services Group reported second quarter 2026 net income of $2.1 billion, or $4.81 diluted EPS and $4.85 adjusted EPS, on record revenue of $6.88 billion, up 12% from the prior quarter and 21% from a year earlier. Net interest income was $4.11 billion with a net interest margin of 2.96%, while fee income rose 10% sequentially to $2.28 billion, driven by strong capital markets activity. Pretax, pre-provision earnings grew 16% quarter-over-quarter and return on average tangible common equity reached 17.9%.

Average loans increased to $363.2 billion, up 4% from the prior quarter, and average deposits were stable at $457.0 billion. Credit metrics remained solid with net charge-offs of $226 million, or 0.25% of average loans, and an allowance for credit losses equal to 1.48% of total loans. The common equity tier 1 capital ratio was 9.9%, and PNC returned $1.3 billion to shareholders, including $0.6 billion of share repurchases. The quarterly common dividend was increased 18% to $2.00 per share. Second quarter results also reflected FirstBank integration costs and several Visa- and securities-related items that together reduced net income by $15 million, or $0.04 per share.

Khator Renu reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Renu Khator reported compensation-related equity awards. She received 204 phantom stock units on July 1, 2026 at $251.62 per unit under the PNC Deferred Compensation Plan. Each phantom unit is economically equivalent to one share of PNC common stock and will be settled in cash upon distribution.

Following this grant, she holds 3,627 phantom stock units indirectly through the Deferred Compensation Plan, including units accrued as dividend equivalents. Separately, she holds 4,719 deferred stock units directly under the PNC Directors Deferred Stock Unit Program, each representing the right to receive one share of PNC common stock (or, in limited circumstances, cash) at retirement, including additional units received as dividend equivalents.

Salesky Bryan Scott reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Bryan Scott Salesky reported routine equity-based compensation awards. He received 184 phantom stock units on 2026-07-01, each economically equivalent to one share of PNC common stock and settled in cash under the Deferred Compensation Plan.

Following this grant, he held 2,372 phantom stock units indirectly in the plan. Separately, he directly held deferred stock units representing 5,736 underlying shares of PNC common stock, which are scheduled to be delivered at retirement under the directors’ deferred stock unit program.

Dachille Douglas A. reported acquisition or exercise transactions in this Form 4 filing.

PNC Financial Services Group director Douglas A. Dachille reported compensation-related equity units, not open-market trades. He received a grant of 51 phantom stock units tied to PNC common stock at a reference value of $251.62 per unit under a deferred compensation plan.

Following this award, he holds 274 phantom stock units indirectly in the Deferred Compensation Plan, which will be settled in cash, and 2,089 deferred stock units directly under the Directors Deferred Stock Unit Program. Each deferred stock unit represents the right to receive one share of PNC common stock (or, in limited cases, cash) at retirement.