PNC Pnc Financial Services Group, Inc. - 8-K

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.