PNC Announces Full Redemption of $525M Series S Preferred Depositary Shares

Executive Summary

On September 29, 2026, The PNC Financial Services Group, Inc. (NYSE: PNC) filed a Current Report on Form 8-K under Item 8.01 (Other Events) announcing the full redemption of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series S depositary shares.

Key Terms of the Redemption

• Security: Depositary Shares (CUSIP: 693475 AQ8), each representing a 1/100th interest in a share of Series S Preferred Stock.
• Aggregate Amount: $525,000,000.
• Number of Shares: All 525,000 Depositary Shares currently outstanding.
• Redemption Price: $1,000 per Depositary Share (excluding declared but unpaid dividends).
• Redemption Date: November 2, 2026 (adjusted from November 1, 2026, due to a non-business day).
• Dividends: Any semiannual dividend declared and unpaid prior to the redemption date will be paid on November 2, 2026, to holders of record determined prior to redemption.
• Depositary and Paying Agent: Computershare Trust Company, N.A., via The Depository Trust Company (DTC).

Capital Structure & Market Impact

• Capital Optimization: The complete retirement of the $525 million Series S preferred securities eliminates future fixed-to-floating dividend servicing obligations, reflecting standard capital stack optimization and tier-level capital management.
• Significance: Classified as Medium significance as it represents a full series liquidation of an existing capital instrument, reducing fixed-income capital obligations without directly impacting common equity dilution.